Autodesk, Inc. — Proxy Solicitation & Information Statement 2016

May 2, 2016

DEFA14A 1 autodesk_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| Filed by the Registrant
[X] | |
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| Filed by a Party other than
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| Check the appropriate
box: | |
| [ ] | Preliminary Proxy
Statement |
| [ ] | Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy
Statement |
| [X] | Definitive Additional
Materials |
| [ ] | Soliciting Material Pursuant to §240.14a-12 |

| Autodesk, Inc. |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |

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the appropriate box): — [X] | No fee required. | |
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table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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securities to which transaction applies: |
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which transaction applies: |
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forth the amount on which the filing fee is calculated and state how it
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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 15, 2016

AUTODESK, INC.

AUTODESK, INC. 111 MCINNIS PARKWAY SAN RAFAEL, CA 94903 ATTN: JOHN CLANCY

| Meeting
Information | |
| --- | --- |
| Meeting Type: Annual
Meeting | |
| For holders as of: April 19, 2016 | |
| Date: June 15,
2016 Time: 3:00 PM PDT | |
| Location: | The
Landmark |
| | One Market
Street, |
| | 2nd Floor |
| | San Francisco, CA
94105 |

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE: I. Combined Document How to View Online: Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 01, 2016 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

| Voting
items |
| --- |
| The Board of
Directors recommends you vote FOR the
following: |

| 1. | Election of
Directors |
| --- | --- |
| | Nominees |
| 1a. | Carl Bass |
| 1b. | Crawford W.
Beveridge |
| 1c. | Jeff Clarke |
| 1d. | Scott Ferguson |
| 1e. | Thomas Georgens |
| 1f. | Richard S. Hill |
| 1g. | Mary T. McDowell |
| 1h. | Lorrie M. Norrington |
| 1i. | Betsy Rafael |
| 1j. | Stacy J. Smith |
| 1k. | Steven M.
West |

The Board of Directors recommends you vote FOR proposals 2 and 3.

2 Ratify the appointment of Ernst & Young LLP as Autodesk, Inc.'s independent registered public accounting firm for the fiscal year ending January 31, 2017.

3
NOTE: Such other business as may properly come before the
meeting or any adjournment thereof.