Summary of AUTODESK INC - Yahoo! Finance

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Pamela Strayer

On June 5, 2012 Pamela Strayer informed Autodesk, Inc. ("Autodesk" or the "Company") of her intention to resign as Vice President Finance, Principal Accounting Officer, effective Friday, June 22, 2012. Mark Hawkins, the Company's Executive Vice President and Chief Financial Officer, was named as Principal Accounting Officer by the Board of Directors on June 7, 2012.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Autodesk held on June 7, 2012 (the "Annual Meeting"), the stockholders of Autodesk elected the following individuals to the Board of Directors. Each Director will serve for the ensuing year and until their successors are duly elected and qualified.

                                                                                                   Broker Non
Nominee                                    Votes For        Votes Against       Abstentions*         Votes*
Carl Bass                                  185,790,047           3,206,237            325,682       14,190,160
Crawford W. Beveridge                      185,344,871           3,632,640            344,455       14,190,160
J. Hallam Dawson                           185,337,128           3,615,859            368,979       14,190,160
Per-Kristian Halvorsen                     185,479,632           3,504,751            337,583       14,190,160
Mary T. McDowell                           174,012,018          14,974,970            334,978       14,190,160
Lorrie M. Norrington                       187,946,867           1,038,266            336,833       14,190,160
Charles J. Robel                           187,810,618           1,169,197            342,151       14,190,160
Stacy J. Smith                             176,685,665          12,299,019            337,282       14,190,160
Steven M. West                             173,864,088          15,113,593            344,285       14,190,160

* Abstentions and broker non-votes do not affect the outcome of the election.

In addition, the following proposals were voted on and approved at our Annual Meeting.

                                        Votes For        Votes Against      Abstentions       Broker Non Votes
Proposal to ratify the appointment
of Ernst & Young LLP as the
Company's independent registered
public accounting firm for the
fiscal year ending January 31, 2013     198,881,146           4,166,815          464,165                      0
Proposal to approve, on a
non-binding advisory basis, the
compensation of the Company's named
executive officers as described in

the proxy statement. 101,513,638 86,530,710 1,277,618 14,190,160