Autodesk, Inc. (ADSK)
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AGM 2017

Jun 14, 2017

Pascal Di Fronzo
SVP of Corporate Affairs, Chief Legal Officer, and Secretary, Autodesk

I'm Pascal Di Fronzo, Senior Vice President, Corporate Affairs, Chief Legal Officer, and Secretary. I will conduct the formal business portion of the meeting today. After we complete the formal portion of the meeting, our Senior Vice President and Chief Financial Officer, Scott Herren, will be available to answer questions about our fiscal 2017 results. As a reminder, this meeting is being webcast live and will be available for replay later today. Before we get started, I'd like to introduce the members of our board of directors present here in person or telephonically. Carl Bass, Crawford Beveridge, Jeff Clarke, Thomas Georgens, Scott Ferguson, Rick Hill, Mary McDowell, Lorrie Norrington, Betsy Rafael, and Stacy Smith. I'd like to thank the board for their service and support in the past year. Now that we have finished the introductions, I call the meeting to order.

I have proof by affidavit from Broadridge Financial Solutions that notice of this meeting has been duly given and that a proxy statement and proxy card have been furnished or made available to all stockholders of record as of April 20, 2017. As the Inspector of Election, I have signed an oath of office. The affidavit of mailing and the oath of Inspector of Election will be filed with the minutes of this meeting. We have been informed by Broadridge that we have present in person and by proxy, a sufficient number of shares to constitute a quorum, so I can tell you that the meeting is duly constituted. We will vote by proxy ballot today. If you have already turned in a proxy, it is not necessary to vote now because we will count your proxy.

If you did not turn in a proxy or if you wish to change your vote, please raise your hand so that we may give you a written ballot to use for voting. We will collect these ballots at the end of the voting portion of the meeting. It is now 3:03 P.M. on June 14, 2017, and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of 10 directors. The persons named in the proxy statement have been nominated to serve as directors of the company. They are Carl Bass, Crawford Beveridge, Jeff Clarke, Scott Ferguson, Thomas Georgens, Rick Hill, Mary McDowell, Lorrie Norrington, Betsy Rafael, and Stacy Smith. Those of you who are voting should mark your ballots now.

The next item of formal business is to ratify the appointment of the firm of Ernst & Young as Autodesk's independent registered public accounting firm for the fiscal year ending January 31, 2018. Those of you who are voting should mark your ballots now. The next item of business is to hold a non-binding vote to approve the compensation of Autodesk's named executive officers. Those of you who are voting should mark your ballots now. The next item of business is to hold a non-binding vote on the frequency of executive compensation votes. Stockholders may indicate whether they would prefer a non-binding vote on named executive officer compensation once every one, two, or three years. Those of you who are voting should mark your ballots now. The next item of formal business is to approve an amendment and restatement of the Autodesk, Inc.

1998, excuse me, Employee Qualified Stock Purchase Plan. Those of you who are voting should mark your ballots now. The last item of formal business is to approve an amendment and restatement of the Autodesk, Inc. 2012 Employee Stock Plan. Those of you who are voting should mark your ballots now. If you have voted today, please raise your hand so that we may collect your ballot and have it recorded by the Inspector of Election. It is now 3:05 P.M. on June 14, 2017, and the polls for each matter to be voted on at this meeting are now closed. Based upon all the proxies and ballots received prior to commencement of the meeting and subject to final adjustment of the numbers for any ballots collected here today, I can tell you that all 10 of the nominated directors have been reelected to the board of directors.

The appointment of Ernst & Young as the company's independent registered public accounting firm for the current fiscal year has been ratified. The non-binding vote regarding compensation of the company's named executive officers has been approved. An annual vote has been selected as the frequency with which stockholders are provided a non-binding vote regarding named executive officer compensation. The amendment and restatement of the Autodesk 1998 Employee Qualified Stock Purchase Plan has been approved. The amendment and restatement of the Autodesk Employee Stock Plan has been approved. This concludes the formal business of the meeting. We will now adjourn the formal portion of this annual meeting of stockholders. I will now turn the meeting over to Scott Herren, who will answer questions regarding the company's performance in fiscal 2017. Are there any questions? Good. Meeting is adjourned. Thank you, everyone. Appreciate you coming.