Autodesk (ADSK) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 17, 2026, with virtual participation available for shareholders.

• Shareholders are invited to vote on key proposals, including director elections and executive compensation.

Voting matters and shareholder proposals

• Election of eleven directors, with all nominees recommended by the board.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending January 31, 2027.

• Advisory vote on executive compensation (say-on-pay) recommended for approval.

• Proposal to amend the certificate of incorporation for officer exculpation under Delaware law recommended for approval.

• Stockholder proposal to amend special meeting rights recommended against by the board.

Board of directors and corporate governance

• Eleven director nominees listed, including Andrew Anagnost, Stacy J. Smith, and others.

• Board recommends voting for all director nominees.