UNITED STATESSECURITIES 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

Filed by a Party other than the registrant ¨

Check the appropriate box:
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Preliminary proxy statement
Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2))
Definitive proxy statement
Definitive additional materials
Soliciting material under § 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)

Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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June 14, 2024
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk’s 2024 Annual Meeting of Stockholders to be held on Tuesday, July 16,
2024, beginning at 3:00 p.m., Pacific Time. This year’s Annual Meeting will be held in a virtual format, through a live
audio webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/
ADSK2024. Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and voteonline. A webcast with the entire Annual Meeting will be available on the Autodesk Investor Relations website after
the meeting. For further information on how to participate in the meeting, please see the section titled “Information
About the 2024 Annual Meeting of Stockholders” in this Proxy Statement.
The Notice of 2024 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be
conducted during the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted.
We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone, or (3) by signing, dating, andreturning the enclosed proxy card or voting instruction form in the envelope provided for your convenience. Your
vote is very important.
We hope you will be able to attend this year’s Annual Meeting. As in prior years, this year’s Annual Meeting will
include an opportunity for stockholders to ask questions. You may submit a question in advance of the meeting at
proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the
body of the email sending you the Proxy Statement. Live questions may be submitted online beginning shortly
before the start of the Annual Meeting through www.virtualshareholdermeeting.com/ADSK2024.
On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.
Very truly yours,

Andrew Anagnost
President and Chief Executive Officer

Notice of 2024 Annual Meeting of Stockholders
Date

Tuesday, July 16, 2024Time

3:00 p.m., Pacific Time
This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/
ADSK2024.
May 29, 2024. Only stockholders of record at the close of business on the record date areentitled to receive notice of, and to vote at, the Annual Meeting.
Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage
you to vote in advance. You can vote your shares now via the Internet, by telephone, or bysigning, dating, and returning the enclosed proxy card or voting instruction form. If you attend
the Annual Meeting, you may vote online during the Annual Meeting even if you previously
voted.

Virtual Meeting
Record Date
Proxy Voting

Address ofCorporate
Headquarters
Meeting Details

One Market Street, Suite #400
San Francisco, CA 94105
See the section titled “Information About the 2024 Annual Meeting of Stockholders” in this
Proxy Statement.

ITEMS OF BUSINESS

BOARD
RECOMMENDATION(1)

To elect the eleven directors listed in the accompanying Proxy Statement to serve
for the coming year and until their successors are duly elected and qualified.

FOR each director
nominee(2)

To ratify the appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending January 31, 2025.
To hold a non-binding vote to approve compensation for our named executive
officers.
To amend and restate our Amended and Restated Certificate of Incorporation topermit stockholders to call special meetings as specified in our Amended andRestated Bylaws, which would allow stockholders holding 25% or more of the voting
power of our capital stock to call special meetings, and to eliminate inoperative
provisions.
To consider and vote upon a stockholder proposal, if properly presented at theAnnual Meeting, to enable stockholders holding 15% or more of our common stock
to call special meetings.

FOR

(3)
(4)

(5)

FOR
FOR

AGAINST

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on July 16,2024. Our 2024 Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/052769
By Order of the Board of Directors,

Ruth Ann Keene
Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary
June 14, 2024

Table of Contents
Proxy Summary1

Environment, Social, and Governance Programs

6

Governance and our Board of Directors

10

Our Board of Directors

10

Skills, Experience and Knowledge of Director Nominees

11

Independence of the Board

11

Director Nominees

12

Board Leadership Structure

18

Stockholder Engagement

18

Fiscal Year 2024 Board Meetings

18

Board Committees

19

Independence of the Board and our Governance Practices

21

Certain Relationships and Related Party Transactions

22

Director Orientation and Continuing Education22

Director Stock Ownership Policy

22

Outside Board Memberships

23

Director Selection, Qualifications, and Evaluations

23

Stockholder Recommendations and Nominations of Director Candidates

24

Corporate Governance Guidelines

24

Code of Business Conduct and Code of Ethics

24

Risk Oversight

25

Executive Succession Planning and Leadership Development

25

Board Evaluations

25

Contacting the Board

26

Executive Compensation

27

Compensation Discussion and Analysis

27

Executive Summary

27

The Compensation-Setting Process30

Competitive Compensation Positioning and Peer Group32

Principal Elements of the Executive Compensation Program

33

Executive Benefits

39

Employment Agreement and Post-Employment Compensation

39

Compensation Committee Report

43

Summary Compensation Table

44

Grants of Plan-Based Awards in Fiscal Year 2024

45

Outstanding Equity Awards at Fiscal Year 2024 Year End

47

Option Exercises and Stock Vested in Fiscal Year 2024

48

Non-qualified Deferred Compensation for Fiscal Year 2024

48

CEO Pay Ratio

48

Pay versus Performance49Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement

54

Potential Payments Upon Termination or Change in Control

57

Compensation of Directors

60

Security Ownership of Certain Beneficial Owners and Management

65

Equity Compensation Plan Information

66

Delinquent Section 16(a) Reports

66

Report of the Audit Committee of the Board of Directors

67

Proposal One: Election of Directors

68

Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm

69

Principal Accounting Fees and Services

69

Pre-Approval of Audit and Non-Audit Services

69

Rotation

70

Proposal Three: Non-Binding Vote to Approve Compensation for Named Executive Officers

71

Stockholder Engagement on Executive Compensation

71

Compensation Guiding Principles

71

Leading Compensation Governance Practices
Proposal Four: Amend and Restate Our Certificate of Incorporation to Permit Stockholders to Call Special
Meetings and to Eliminate Inoperative Provisions

72

Proposal Five: Stockholder Proposal to Allow Stockholders to Call Special Meetings

76

Information About the 2024 Annual Meeting of Stockholders

79

Other Matters

85

Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures

A-1

Appendix B - Proposed Amended and Restated Certificate of Incorporation

B-1

Appendix C - Proposed Amended and Restated Bylaws Section 2.3

C-1

73

Special Note About Forward-Looking Statements
This proxy statement includes statements regarding future plans, expectations, beliefs, intentions and prospects
that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,”“anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” andsimilar expressions, as well as statements regarding our focus for the future, are generally intended to identify
forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks
and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factorsthat might cause or contribute to such differences include, but are not limited to, those discussed in the section titled“Risk Factors” of our Forms 10-K and 10-Q. Undue reliance should not be placed on these forward-looking
statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly release
any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxystatement, except as required by law.

No Incorporation By ReferenceThis proxy statement includes several website addresses and references to additional materials found on thosewebsites. These websites and materials are not incorporated by reference herein.

Fiscal Year
Our fiscal year ends on January 31. References to “fiscal year 2024,” for example, refer to the fiscal year ended
January 31, 2024.

Proxy Summary
Fiscal Year 2024 Strategic Priorities and Performance Highlights
Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers toachieve better outcomes for their products, businesses, and the world. In fiscal year 2024, we delivered record
revenue and operating income while maintaining healthy free cash flow through the first year of our transition from upfront to annual billings for multi-year contracts. The most significant free cash flow headwinds from this transition are
now behind us which means our free cash flow reached its trough during fiscal 2024 and will mechanically rebuild
over the next few years.
We achieved strong financial and competitive performance in fiscal 2024 despite macroeconomic, policy, andgeopolitical headwinds. Several factors contributed to our performance, including strong renewal rates, resilient new
business growth, and expansion from a large renewal cohort of enterprise business agreements which included upfront revenue.
Our resilience comes from our subscription business model and our product and customer diversification, whichbalances growth across different regions and industries. Disciplined and focused execution and strategic deploymentof capital through the economic cycle will drive even greater operational velocity and efficiency within Autodesk, which
will free up further resources to invest in our industry clouds and capabilities, including AI, and sustain margin
improvement.
By introducing a new transaction model to engage more directly with our customers and solution providers, we areapproaching the final phase of modernizing our go-to-market motion, which has involved updating our infrastructure,
retiring old systems and business models, and nurturing more direct relationships with our customers and ecosystem.
We are also undertaking a multi-year process to evolve our products into lifecycle solutions within and between our
industry clouds, powered by shared platform services, and with Autodesk’s Data Model at its core. Together, these will
enable Autodesk, our customers, and partners, to build more valuable, data-driven, and connected products andservices.
Empowering innovators with design-and-make technology to achieve the new possible enables them to build andmanufacture efficiently and sustainably. We continue to execute well in challenging times and look forward to theyears ahead with excitement and optimism.
Fiscal Year 2024 Financial Highlights•

Total revenue was $5.50 billion, an increase of 10 percent as reported, and 13 percent on a constant currency
basis. Recurring revenue represents 98 percent of total.

•

GAAP operating income was $1.13 billion, compared to $989 million last year. GAAP operating margin was
21 percent, up 1 percentage point.

•

Total non-GAAP income from operations was $1.96 billion, compared to $1.79 billion last year. Non-GAAP
operating margin was 36 percent, flat compared to the prior period.(1)•Cash flow from operating activities decreased to $1.31 billion, compared to $2.07 billion in fiscal 2023. Free
cash flow decreased to $1.28 billion, compared to $2.03 billion in fiscal 2023.(1) Our free cash flow
experienced a trough during fiscal year 2024 due to our transition from up-front to annual billings for multiyear contracts.

•

GAAP diluted net income per share was $4.19, compared to $3.78 last year.

•

Non-GAAP diluted net income per share was $7.60, compared to $6.63 last year.(1)•1-Y Total Shareholder Return is 18% from fiscal year 2023. 5-Y Total Shareholder Return is 72% from fiscal
year 2019.

_________________(1) A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

2024 Proxy Statement | 1

Corporate Governance Highlights
Our Board of Directors and GovernanceWe believe that by staying true to our values, investing in our broader community, and focusing relentlessly on theoutcomes we seek, we will fulfill our vision of a better world, designed and made for all. One of the key components toachieving our goal is the adoption of strong governance practices, informed by conversations with and participationfrom our stockholders.
Having a highly qualified and independent Board that is well suited to continue providing effective oversight of ourrapidly evolving business is crucial to our long-term success. Our Board believes that having a diverse mix of directors
with complementary qualifications, expertise, and attributes is essential to meeting its oversight responsibility. Our
director nominees provide our Board with a balance of relevant critical skills and an effective mix of experience,
knowledge, and diverse viewpoints. Of our 11 Board nominees, 9 are independent. Having an independent Board is a
key component of our governance strategy.
Our Board is committed to ensuring that stockholder feedback informs our strong governance practices. In fiscal year
2024, members of our management team and, in certain instances, independent members of our Board continued ourregular outreach and contacted stockholders representing approximately 50% of our outstanding shares and provided
stockholder feedback to the Board.

Our Director Nominees
The following table provides summary information about each of our director nominees. Each director is electedannually by a majority of votes cast. Each of our directors, other than Dr. Anagnost, our Chief Executive Officer, and
Ms. Rafael, our Interim Chief Financial Officer, is an “independent director” within the meaning of applicable Nasdaq
Global Select Market (“NASDAQ”) listing standards. The following table reflects changes in certain board committee
leadership and membership as of June 12, 2024.
Name

Age

Director
Since

Principal Occupation

Andrew Anagnost

59

2017

President and Chief Executive Officer, Autodesk, Inc.

Stacy J. Smith

61

2011

Executive Chairman, Kioxia Corporation

üCB

Karen Blasing

67

2018

Former Chief Financial Officer,
Guidewire Software, Inc.

üÀ

Reid French

52

2017

ü

C

Dr. Ayanna Howard

52

2019

ü

ü

Blake Irving

64

2019

Mary T. McDowell

59

2010

Stephen Milligan

60

2018

Lorrie M. Norrington

64

2011

Former Chief Executive Officer,
Western Digital Corporation
Adviser and Operating Partner,
Lead Edge Capital Management, LLC

Betsy Rafael*

62

2013

Interim Chief Financial Officer, Autodesk, Inc.,
Former Chief Transformation Officer, GoDaddy Inc.

Rami Rahim

53

2022

Chief Executive Officer, Juniper Networks, Inc.

Former Chief Executive Officer,
Applied Systems, Inc.
Dean of the College of Engineering at The Ohio State
University; CTO, Co-founder, Zyrobotics
Former Chief Executive Officer,
GoDaddy Inc.
Former Chief Executive Officer,
Mitel Networks Corporation

IndependentAC

Committees
CHRC CGNC

ü
ü

ü

ü

ü

C

ü

ü

À
C

ü

ü

ü

ü

CB Non-Executive Chair of Board C Committee Chair ü Member À Financial Expert, as defined in the rules of the SEC
AC
Audit Committee
CHRC Compensation and Human Resources Committee
CGNC Corporate Governance and Nominating Committee* Ms. Rafael is now our Interim Chief Financial Officer, is not currently an independent director, and is no longer a member of the
Audit Committee

2 | AUTODESK, INC.

Our Director Nominees’ Diversity and Skills Metrics* Our Board includes one female director who identifies as African American, one director who identifies as MiddleEastern and one female director who identifies as LGBTQ+.
** Director tenure is measured by completed years of service from the initial month of service through March 31,
2024.

2024 Proxy Statement | 3

Corporate Governance Guidelines
We believe the highest standards of corporate governance and business conduct are essential to running ourbusiness efficiently, serving our stockholders well, and maintaining our integrity in the marketplace. Over the years, wehave devoted substantial attention to the subject of corporate governance and have developed Corporate
Governance Guidelines, which set forth the principles that guide our Board in overseeing corporate governance,
maintaining its independence, evaluating its own performance and the performance of our executive officers, andsetting corporate strategy. The Board reviews our governance practices, corporate governance developments, andstockholder feedback on a regular basis to ensure continued effectiveness.

Executive Compensation Highlights
Compensation Guiding Principles
The Compensation Committee believes that Autodesk’s executive compensation program should be designed to
attract, motivate, and retain talented executives and should provide a rigorous framework that is tied to stockholder
returns, company performance, long-term strategic corporate goals, and individual performance. The generalcompensation objectives are to:

•
•
•
•

Recruit and retain the highest caliber of executives through competitive rewards;
Motivate executive officers to achieve business and financial goals;
Balance rewards for short- and long-term performance; andAlign rewards with stockholder value creation.

Within this framework, the total compensation for each executive officer varies based on multiple dimensions:

•
•
•
•
•
•

Whether Autodesk achieves its short-term and long-term financial and non-financial objectives;
Autodesk’s TSR relative to companies in the North American Technology Software Index;
The specific role and responsibilities of the officer;
Each individual officer’s skills, competency, contributions, and performance;
Internal pay alignment considerations; andRetention considerations.

4 | AUTODESK, INC.

Leading Compensation Governance Practices
Autodesk’s executive compensation objectives are supported by policies and strong governance practices that alignexecutives’ interests with the interests of our stockholders. Some of the program’s most notable features arehighlighted in the table below and summarized in the section titled “Compensation Discussion and Analysis.”
What We Do

What We Do Not Do

a Engage in robust stockholder outreacha significant percentage of NEO total pay to
a Tie
achievement of critical financial objectives andx Allow hedging, pledging, or trading in Autodesk derivativeaa Require significant stock ownership holdingsa Include a clawback policy in incentive programs
double-trigger change in control arrangements
a Providewith no excise tax gross-up
a Ensure effective risk management
on an independent compensation committee anda Relyengage an independent compensation consultant

executive benefits that differ from those offered tox Offer
our other salaried employees or excessive perquisites

stockholder value creation
Employ maximum payouts on performance-based cash
and equity incentive compensation

securities

x Reprice stock options

x Use fixed-term employment agreements

2024 Proxy Statement | 5

Environment, Social, and Governance Programs
Impact at Autodesk
Autodesk is committed to advancing a more sustainable, more resilient, and inclusive world. We don’t believe in
waiting for progress, we believe in making it. We take action as a business to support our employees, customers,
and communities in our collective opportunity to design and make a better world for all.
We focus our efforts to advance positive outcomes across three primary areas: energy and materials, health andresilience, and work and prosperity. These impact opportunity areas are derived from the UN Sustainable
Development Goals (“SDGs”) and have been identified through a multi-pronged process to align the top needs ofour stakeholders, the issues that our business faces, and the areas we are best placed to accelerate positive impact
at scale.
These opportunities primarily manifest as outcomes through how our customers leverage our technology to design
and make net-zero carbon buildings, resilient infrastructure, more sustainable products, and a thriving workforce.
We support and amplify these opportunities through powering our business with 100% renewable energy,
neutralizing greenhouse gas emissions associated with our operations, developing an inclusive culture andsupporting students and educators with tools and training to equip the next generation of innovators. We advancethese opportunities with industry innovators through collaboration with our customers and partners, deploying
philanthropic capital to changemakers, and providing software donations and training to our wider ecosystem.
Autodesk has committed to target 1% of annual operating profit for the long-term support of our impact programs,
which includes our philanthropic work and our climate commitments.

Board Engagement and Oversight
Our Board is committed to building trust with our employees, customers, and communities through strong corporate
governance, effective oversight, and strategic engagement. We leverage our governance structure to help ensurethat our sustainability and diversity efforts are coordinated across all areas of our business. Our Board has oversight
responsibility for ESG, with assistance from our Corporate Governance and Nominating Committee and ourCompensation and Human Resources Committee in specific areas defined in their committee charters.
Our Board receives updates from management on our environmental, social, and governance initiatives and values
feedback from our stockholders on these efforts. In fiscal year 2024, members of our management team, and incertain instances independent members of our Board, engaged with stockholders owning approximately 50% of ouroutstanding shares, and met with many of our top investors to discuss topics including strategy, our executive andemployee compensation programs, workforce diversity, board composition, and a broad range of ESG issues,
including Autodesk’s efforts to reduce greenhouse gas emissions associated with the industries we serve. Our
directors also engage with our employees in various ways throughout the year, developing direct relationships
below the executive management level. For example, members of our Board attend Autodesk’s annual leadership
meetings, participate in fireside chats with employees, and visit our technology centers and other facilities.
Our Impact Team, led by our Chief Sustainability Officer, has direct responsibility for setting and implementing ourcorporate sustainability strategy, with oversight from our CEO and Board. This role also chairs the ESG Steering
Committee, an internal management body responsible for oversight and coordination of ESG issues across thebusiness. The Impact Team reports on sustainability matters and major initiatives, including progress againstsustainability goals and targets, to our CEO and Board.

Talent and Human Capital Management
Diversity, Inclusion and Belonging
Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging that welcomespeople from all backgrounds, perspectives, and beliefs. We have developed and embedded a holistic global
Diversity and Belonging (“D&B”) strategy into all that we do. Our D&B strategy includes a variety of activities, suchas inclusive leadership training for all people managers and senior employees, and hiring manager and interview
classes that include training on mitigating bias and inclusive practices.

6 | AUTODESK, INC.

To help us build a more diverse workforce, we have continued to invest in our diversity partnerships with educational
institutions such as Hispanic-Serving Institutions and Historically Black Colleges and Universities, and professionalorganizations around the globe supporting underrepresented groups in technology. We provide a variety ofscholarships, internship programs, sponsorship agreements, mentoring and development partnerships, andprogram support to organizations focused on women and underrepresented groups.
We provide ongoing development opportunities, such as the Autodesk Mentorship Program, which provides one-onone mentorship relationships. We also offer leadership development and sponsorship programs forunderrepresented talent. Autodesk has nine employee resource groups (“ERGs”), which are volunteer-led groups
that bring employees together based on common interests, backgrounds or diversity characteristics, to foster asense of belonging and connection.
Our commitment to diversity extends across all levels of our company, including our senior leadership. The additionof our new Chief People Officer and Chief Legal Officer in 2022 further expanded the diversity of our seniorleadership. Today, sixty percent of both our Section 16 officers and larger executive leadership team identify as
female. We emphasized the importance of diversity, including diversity of gender, ethnicity, background, skills andexperience, throughout the recruiting process. We also applied more flexibility around certain parameters, such as
geography and work experience, to widen the pool of potential candidates.
We recognize the importance of increasing diversity in our employee population, including representation of womenand underrepresented people of color in technical and sales roles, and in leadership. Expanding data transparency
is a key element of our diversity strategy. In 2021, we began publishing our EEO-1 Report externally. We also
provide transparent information around our workforce composition on our website, including the composition ofrecent hires. Internally, we share more detailed information on our workforce related to diversity and pay ratios
among different groups. We are also increasing the ability for employees to voluntarily share demographic
information about themselves through self identification (Self ID). We launched Self ID in Canada this past year andintend to expand it to select regions outside the US and Canada in fiscal year 2025. Our D&B strategy andleadership recruiting process support our efforts to increase workforce diversity and maintain transparency aroundour progress.
Additional information on our D&B program, initiatives, and metrics can be found on our website at https://www.autodesk.com/company/diversity-and-inclusion. Information contained on or accessible through our website is
not part of or incorporated by reference into this report.

Professional Development and Employee Impact
We believe career development plays an important role in keeping our employees engaged and in providing
additional opportunities for them to grow and build their careers. Autodesk offers extensive professional andtechnical development opportunities for our employees. These include self-service online modules and personalized
learning paths, professional and management development programs, and a tuition reimbursement program.
We also encourage our employees to advance our vision for a better world and support their professional
development by participating in our pro bono consulting program, using paid time to volunteer, and have theircharitable giving matched by the Autodesk Foundation.

Total Rewards
To attract, retain, and support our employees, we offer competitive compensation and benefits programs, several ofwhich include an element of choice to meet the needs of our diverse and global population. In addition tocompetitive base pay and opportunities to receive short-term incentives, all our employees are eligible to participate
in our long-term plans. We also have comprehensive health and wellness benefits, a generous time off program, an
employee stock purchase plan, sabbaticals, retirement plans, financial support programs, financial tools andeducation, and an employee assistance program.

2024 Proxy Statement | 7

Education
Autodesk is committed to helping students gain the in-demand skills and certifications needed to demonstrate they
are prepared for current and emerging roles in the industries we serve. In April 2023, Autodesk announced its $5
million gift to California State University, Northridge (“CSUN”) which will go towards building the new Autodesk
Technology Engagement Center facility on the CSUN campus. This gift is intended to support research labs andother endeavors essential to the university's College of Engineering and Computer Science while serving as the
new home of the Global HSI Equity Innovation Hub, which aims to increase underserved communities’ participationin the STEAM (science, technology, engineering, the arts, and mathematics) fields over time.
We also offer free educational licenses of Autodesk’s complete portfolio of professional software to verified students,
educators, and accredited educational institutions worldwide. Additionally, we offer self-paced, modular learning andcurriculum for K-12, post-secondary students, and educators. We intend to make Autodesk software the preferredchoice for those poised to become the next generation of design, engineering, and construction professionals.

Environmental Sustainability
Climate Change
In addressing the global challenges posed by climate change, we make it possible for our customers to innovate
and respond to associated changes in regulation, building code, physical climate parameters, and other climaterelated developments. This effort can directly and indirectly create more demand for existing and new Autodesk
products and services in the short and long-term. Furthermore, our leadership is committed to taking climate action
and that commitment goes hand in hand with our values and reputation in the marketplace. Our fiscal year 2024
Enterprise Risk Management process considered how climate impacts could affect and potentially amplify theoverall significance of each identified risk and opportunity. As global regulatory bodies increasingly call forcompanies to report on climate risks, we are taking action to appropriately meet these disclosure requirements.

Climate Change Management Actions
To drive continued progress and meet growing demand, we continue to expand the solutions, education, andsupport we offer, helping customers secure a competitive advantage for a low-carbon future by designing highperformance buildings, resilient cities and infrastructure, and more efficient transportation and products. To continue
to grow this market, we invest in our tools to meet customer demand as well as provide software and support toearly-stage entrepreneurs, nonprofit organizations, and start-up companies who are designing clean technologies
that help to realize this future. We are expanding these offerings based upon demand and opportunity in responseto challenges posed by climate change.
Internally, we are investing in best practices to mitigate our greenhouse gas emissions (“GHGs”) and climatechange risk through investments in renewable energy, energy efficiency, and disaster management and recovery
strategies. We regularly assess the evolving issues around climate and inequality and respond accordingly. In fiscal
year 2022, we deployed a new sustainability financing framework to accelerate new and existing efforts in theseareas, including issuing a $1 billion sustainability bond to support eligible projects and initiatives.

Emissions Performance & Other Key Performance Indicators
In fiscal year 2023, we made progress on our science-based GHG reduction target, to reduce Scope 1 and Scope 2
GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit 55%, by fiscal year 2031, compared to fiscal year
2020. Additionally, in fiscal year 2023, we were responsible for 115,000 metric tons of carbon dioxide equivalentemissions across our operational, market-based, boundary. This represents a 50% reduction compared to our fiscal
year 2020 baseline. In addition, our residual 115,000 metric tons of CO2e emissions were neutralized through theprocurement of high-quality carbon offsets.

8 | AUTODESK, INC.

Impact Reports
More information about our sustainability financing and commitment can be found in our annual Impact Reports,
which we have published on our website since 2008. Our fiscal year 2024 Impact Report is available at https://www.autodesk.com/sustainability/impact-report. Information contained on or accessible through our website is notpart of or incorporated by reference into this report.

Philanthropy
The Autodesk Foundation (the “Foundation”), a privately funded 501(c)(3) charity organization established andsolely funded by us, leads our philanthropic efforts. The purpose of the Foundation is twofold: to support employees
to create a better world at work, at home, and in the community by matching employees’ volunteer time and/or
donations to nonprofit organizations; and to support organizations using design to drive positive social andenvironmental impact. In the latter case, we use philanthropic capital, software donations, and training toaccomplish this goal, selecting the most impactful and innovative organizations around the world, thus leading to abetter future for our planet. On our behalf, the Foundation also administers a discounted software donation program
to nonprofit organizations, social and environmental entrepreneurs, and others who are developing design solutions
that will shape a more sustainable future. During fiscal 2020, Autodesk committed to target 1% of annual operating
profit for the long-term support of our impact programs, which includes our philanthropic work and our climate
commitments.

2024 Proxy Statement | 9

Governance and our Board of Directors
Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial
accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities.
Our executive officers oversee a strong system of internal controls and compliance with corporate policies andapplicable laws and regulations. Our employees operate in a climate of responsibility, candor, and integrity.

Key Highlights of our Board Corporate Governance Practices:ü 9 out of 11 Director Nominees are Independentü Annual Election of Directors and Majority Votingü Separate Chair and CEO
ü Limit on Outside Directorships
Annual Board and Committee Self-Evaluations,
ü periodically using a third-party facilitatorü womenü Proxy Access Right on Market Terms
55% of Director Nominees are Diverse (includingü Gender, Sexual Orientation, and Ethnicity)

Director orientation and continuing education andü strategy programs for directors

Regular Executive Sessions of Independentü Directors at quarterly Board and Committee
meetings

All our Committee Chairs in fiscal year 2024 were

Stockholder Engagement with Holders ofü Approximately 50% of Our Outstanding Shares in
Fiscal Year 2024

Stock Ownership Policy for Directors and Executiveü Officers

Our Board of Directors
Our business is managed under the direction of our Board, which is currently composed of eleven members. Eachof our director nominees was elected by stockholders at the 2023 Annual Meeting of Stockholders. Each director iselected annually by a majority of votes cast. Of our 11 nominees, 9 are “independent” within the meaning of theapplicable Nasdaq listing standards. There are no family relationships among any of our directors or executive
officers.
We believe that our director nominees are highly qualified and well suited to continue providing effective oversight ofour rapidly evolving business, and that they provide our Board with an effective mix of diverse viewpoints. The
following table highlights the number of our director nominees who share certain categories of relevant critical skills,
experiences and knowledge that uniquely qualify them to serve on our Board. Our director nominees’ biographies
describe each director’s background and relevant experience in more detail.

10 | AUTODESK, INC.

Skills, Experience and Knowledge of Director Nominees

See “Director Nominees” below for more detail regarding each nominee’s qualifications and relevant experience.

Independence of the Board
Our Board believes independence is a critical component of our governance strategy, and that it’s continued
independence enables it to be objective in carrying out its oversight responsibilities. Our Corporate Governance
Guidelines provide that a substantial majority of our directors will be independent and that each Committee will bemade up of solely independent directors. Autodesk’s independent directors meet regularly in executive session,
without management present, as part of the quarterly Board meetings, with the intent to facilitate open discussion.
Stacy Smith, our Chair, presides at these executive sessions.

2024 Proxy Statement | 11

Key Highlights of our Board Independence Practices:
9 out of 11 Director Nominees are Independent - We are committed to maintaining a substantial majority ofü directors who are independent of the Company and management. Except for our CEO, Andrew Anagnost,üand our Interim Chief Financial Officer, Betsy Rafael, all director nominees are independent.
We are committed to board refreshment. We aim to strike a balance between retaining directors with deep
knowledge of Autodesk and adding directors with a fresh perspective. We regularly assess the balance ofskills on our Board to ensure we have a diverse mix of perspectives to support our strategy. The average
tenure for our director nominees is 7.8 years.

each quarterly Board meeting, time is set aside for the independent directors to meet in executive session
ü At
without management present. Additional executive sessions are held as needed.
CEO and Chair. Our Chair has a clearly defined set of responsibilities, significant authority, andü Separate
provides independent Board leadership.

Director Nominees
The below biographies provide the name, age and certain biographical information as of March 31, 2024, about
each nominee, and the nominees’ unique qualifications to serve on the Board.

Andrew Anagnost
President and Chief Executive Officer
Age: 59 | Director since 2017
Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer sinceJune 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from
December 2016 to June 2017, and Senior Vice President, Business Strategy & Marketing, from March 2012 toJune 2017. From December 2009 to March 2012, Dr. Anagnost was our Vice President, Product Suites and Web
Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for our manufacturing
division from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at
Autodesk. Prior to joining Autodesk, Dr. Anagnost held various engineering, sales, marketing, and productmanagement positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an
NRC post-doctoral fellow at NASA Ames Research Center. Dr. Anagnost holds a Bachelor of Science degree in
Mechanical Engineering from California State University, Northridge, and holds both an MS in Engineering Scienceand a PhD in Aeronautical Engineering and Computer Science from Stanford University. Dr. Anagnost joined theboard of directors of HubSpot, Inc. in September 2023.
Qualifications and Contributions
Dr. Anagnost brings to the Board extensive experience in the technology industry, and has spent two decades inmanagement roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep
knowledge and understanding of Autodesk’s business, operations, and employees; the opportunities and risks weface; and management’s strategy and plans for accomplishing Autodesk’s goals.
Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as amember of the Board for as long as he is employed by Autodesk as CEO.

12 | AUTODESK, INC.

Stacy J. Smith
Non-Executive Chair of the Board of Directors
Age: 61 | Director since 2011 | Independent
Autodesk Committees: Corporate Governance and Nominating

Mr. Smith currently serves as the non-executive Chair of the Board of Directors, and as the executive chairman of
Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company. Mr. Smith previously
served as Group President of Sales, Manufacturing and Operations at Intel Corporation from February 2017 toJanuary 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales of Intel
Corporation from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive
Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial
Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice
President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice
President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith
has served on the board of directors of Kioxia Corporation since October 2018 and on the board of Wolfspeed, Inc.
since January 2023. In March 2024, he joined the board of directors of Intel Corporation. Mr. Smith also serves on
The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs
School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Metromile, Inc., from
July 2018 to February 2021, Virgin America from February 2014 until it was acquired by Alaska Air Group in
December 2016, and Gevo, Inc. from June 2010 to June 2014.
Qualifications and Contributions
Mr. Smith is independent and his more than two decades of experience in the technology industry provide him witha strong understanding of Autodesk’s industry, business, and international operational challenges. His
management positions with Intel, including his finance and executive roles, and his time spent overseas, provide
him with critical insight into the operational requirements of a global company and the management andconsensus-building skills required to lead our Board as non-executive Chair and to serve on our Corporate
Governance and Nominating Committee.

Karen Blasing
Age: 67 | Director since 2018 | Independent
Autodesk Committees: Audit

Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology
industry. Ms. Blasing served as the Chief Financial Officer of Guidewire Software, Inc., an insurance software
company, from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the Chief Financial Officer for
Force 10 Networks and Senior Vice President of Finance for salesforce.com, Inc. Ms. Blasing also served as
Chief Financial Officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held seniorfinance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on the boardsof directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously
served on the board of directors of Ellie Mae, Inc., from June 2015 to May 2019.
Qualifications and Contributions
Ms. Blasing is independent and has more than 25 years of executive operational and financial experience in thetechnology industry. Ms. Blasing’s experience at Guidewire Software, Force 10 Networks, salesforce.com, andNuance Communications provides her with a strong understanding of Autodesk’s business and international
operational challenges. Her experience as a chief financial officer provides her with the financial acumennecessary to serve on our Audit Committee.

2024 Proxy Statement | 13

Reid French
Age: 52 | Director since 2017 | Independent
Autodesk Committees: Audit (Chair)

Mr. French has over 20 years of executive leadership experience in the software industry. Mr. French served as
Chief Executive Officer of Applied Systems, Inc., a leading cloud software provider to the insurance industry, from
September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020.
Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computeraided design software company, from April 2005 until October 2010, when Intergraph was acquired by Hexagon
AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning andCorporate Development at Intergraph. Mr. French holds a bachelor’s degree in economics from Davidson College,
where he serves on the College’s board of trustees. He also holds an M.B.A. from the Harvard Business School.
He sits on the board of directors of Verint Systems Inc., JSSI, Inc. and NetDocuments Software, Inc.
Qualifications and Contributions
Mr. French is independent and his executive operational and strategic leadership experience in the technology
industry provide him with a deep understanding of Autodesk’s technology and business. Mr. French’s years ofservice as an executive officer and his service on the board of directors of Applied Systems and Verint Systems
provide him with the financial acumen necessary to serve as Chair of our Audit Committee.

Dr. Ayanna Howard
Age: 52 | Director since 2019 | Independent
Autodesk Committees: Audit

Dr. Howard is an entrepreneur and expert in robotics, human-computer interaction, and artificial intelligence. Since
March 2021, Dr. Howard has served as Dean of the College of Engineering at The Ohio State University. She isalso a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint
appointment in Computer Science and Engineering. In addition, Dr. Howard is the Founder and Chief Technology
Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Dr. Howard
previously served as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, at
Georgia Institute of Technology from August 2015 to February 2021, and Chair of the School of Interactive
Computing at Georgia Tech from January 2018 to February 2021. Prior to Georgia Tech, Dr. Howard served as
Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion
Laboratory. Dr. Howard serves on the board of Motorola Solutions, Inc. and serves on the advisory boards fornumerous robotics and AI-based organizations. Dr. Howard holds a degree from Brown University, an M.S. and
Ph.D. in Electrical Engineering from the University of Southern California, as well as an M.B.A. from the Drucker
Graduate School of Management.
Qualifications and Contributions
Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in thetechnology industry provide her with a deep understanding of Autodesk’s technology and business. Her experience
as an entrepreneur and founder and her business degree provide her with the financial acumen necessary toserve on our Audit Committee.

14 | AUTODESK, INC.

Blake Irving
Age: 64 | Director since 2019 | Independent
Autodesk Committees: Compensation and Human Resources, Corporate Governance andNominating

Mr. Irving has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as theChief Executive Officer of GoDaddy Inc., an Internet domain registrar and web hosting company, from January
2013 to January 2018, and served on the board of directors of GoDaddy from May 2014 to June 2018. From 2010
to 2012, Mr. Irving served as Chief Product Officer of Yahoo! Inc. From 2009 to 2010, Mr. Irving was a Professor in
the M.B.A. program at Pepperdine University. From 1992 to 2007, Mr. Irving served in various senior andmanagement roles at Microsoft Corporation, including most recently as Corporate Vice President of Windows Live
Platform Group. Mr. Irving has served on the boards of directors of DocuSign, Inc., since August 2018,
ZipRecruiter, Inc., since November 2018, and Flowhub, LLC, since January 2020.
Qualifications and Contributions
Mr. Irving is independent and has more than 25 years of executive operational and strategic leadership experiencein the technology industry. Mr. Irving’s experience at GoDaddy, Yahoo!, and Microsoft provides him with a strong
understanding of Autodesk’s industry, business, and international operational challenges, and with the executive
compensation knowledge necessary to serve on our Compensation and Human Resources Committee and ourCorporate Governance and Nominating Committee.

Mary T. McDowell
Age: 59 | Director since 2010 | Independent
Autodesk Committees: Compensation and Human Resources (Chair)

Ms. McDowell served as the President and Chief Executive Officer of Mitel Networks Corporation, atelecommunications company, from October 2019 to November 2021 and transitioned to serve as Board Chair until
November 2022. Previously, Ms. McDowell served as the Chief Executive Officer and member of the board of
directors at Polycom, Inc., from September 2016 to July 2018, when the company was acquired by Plantronics,
Inc. Prior to Polycom, Ms. McDowell was an Executive Partner at Siris Capital, LLC. She served as Executive Vice
President in charge of Nokia’s Mobile Phone unit from July 2010 to July 2012 and as Executive Vice President andChief Development Officer of Nokia Corporation from January 2008 to July 2010. Previously, Ms. McDowell served
as Executive Vice President and General Manager of Enterprise Solutions of Nokia from January 2004 to
December 2007. Prior to joining Nokia in 2004, Ms. McDowell spent 17 years in various executive, managerial,and other positions at Compaq Computer Corporation and Hewlett-Packard Company, including serving as SeniorVice President, Industry-Standard Servers of Hewlett-Packard. Ms. McDowell has served as lead director ofInforma plc since November 2021, having served as a director of Informa plc since June 2018. Ms. McDowellpreviously served as Board Chair of Mitel Networks Corporation from November 2021 to November 2022, and as adirector of UBM plc from August 2014 to June 2018, and as a director of Bazaarvoice, Inc., from December 2014 to
October 2016, and as compensation committee chair of Bazaarvoice, Inc., from 2015 – 2016. Ms. McDowell also
serves as Chair of the University of Illinois College of Engineering's Board of Visitors.
Qualifications and Contributions
Ms. McDowell is independent and brings to our Board extensive management experience in the technology
industry. Her two and a half decades of experience working for global technology companies focused on innovationand collaboration provide her with a firm understanding of Autodesk’s core mission, business, and technology. Her
years of service as an executive officer at Polycom, Nokia, and other technology companies, including HewlettPackard, provide her with the executive compensation knowledge necessary to serve as Chair of ourCompensation and Human Resources Committee.

2024 Proxy Statement | 15

Stephen Milligan
Age: 60 | Director since 2018 | Independent
Autodesk Committees: Audit

Mr. Milligan served as Chief Executive Officer of Western Digital Corporation, a data storage company, fromJanuary 2013 to March 2020, and as its president from March 2012 to October 2015. Previously, Mr. Milligan
served as the Chief Financial Officer of Hitachi Global Storage Technologies (“HGST”) from 2007 to 2009, and as
HGST’s Chief Executive Officer from 2009 to 2012, when Western Digital acquired HGST. From January 2004 to
September 2007, Mr. Milligan served as Western Digital’s Chief Financial Officer after serving in other seniorfinance roles at Western Digital from September 2002 to January 2004. From April 1997 to September 2002, heheld various financial and accounting roles of increasing responsibility at Dell Inc. and was employed at Price
Waterhouse for 12 years prior to joining Dell. Mr. Milligan holds a Bachelor of Science degree in Accounting fromThe Ohio State University. Mr. Milligan has served on the board of directors of Ross Stores, Inc., since January
2015, and served on the board of directors of Western Digital Corporation from January 2013 to May 2020.
Qualifications and Contributions
Mr. Milligan is independent and has over 30 years of executive operational and financial leadership experience inthe technology industry. Mr. Milligan’s experience at Western Digital and HGST, including his finance and executiveroles, provides him with a strong understanding of Autodesk’s industry, business, and international operational
challenges. His experience as a CFO and CEO provides him with the financial acumen necessary to serve on our
Audit Committee.

Lorrie M. Norrington
Age: 64 | Director since 2011 | Independent
Autodesk Committees: Corporate Governance and Nominating (Chair)

Ms. Norrington has over 40 years of operating experience in technology, software, and internet businesses. She
currently serves as an adviser and in an Operating Partner capacity for Lead Edge Capital, a growth equity firmthat partners with world-class entrepreneurs and exceptional technology businesses. Ms. Norrington was
President of eBay Marketplaces from July 2008 to September 2010 and held a number of senior management
roles at eBay from July 2006 to June 2008. Prior to joining eBay, Ms. Norrington was President and CEO of
Shopping.com, Inc., from June 2005 to July 2006. Prior to joining Shopping.com, Ms. Norrington served, from
August 2001 to January 2005, initially as Executive Vice President of Small Business and later in the office of theCEO, at Intuit Inc. Before Intuit, Ms. Norrington served in a variety of executive positions at General Electric
Corporation over a 20-year period, working in a broad range of industries and businesses. Ms. Norrington has
served on the boards of directors of Asana, Inc., since September 2019, Colgate-Palmolive since September 2015,
and HubSpot since September 2013. Previously, she served on the boards of directors of Eventbrite, Inc., from
April 2015 to August 2020, BigCommerce from March 2015 to January 2020, DIRECTV from February 2011 until it
was acquired by AT&T in July 2015, Lucasfilm from June 2011 until it was acquired by Disney in December 2012,
McAfee, Inc., from December 2009 until it was acquired by Intel in February 2011, and Shopping.com from
November 2004 until it was acquired by eBay in August 2005.
Qualifications and Contributions
Ms. Norrington is independent, has extensive experience in online commerce SaaS, and valuable management
experience in the technology and manufacturing industries. Her four decades of building businesses and adapting
to and capitalizing on rapid technological advancement provide Ms. Norrington with a unique perspective. Her
executive and board experiences have provided her with the corporate governance skills required to serve on our
Board and as Chair of our Corporate Governance and Nominating Committee.

16 | AUTODESK, INC.

Betsy Rafael
Age: 62 | Director since 2013 | Independent until May 31, 2024
Interim Chief Financial Officer: Former Audit (Chair)

Ms. Rafael has over 30 years of executive financial experience in the technology industry. Ms. Rafael has served
as Autodesk’s Interim Chief Financial Officer since May 31, 2024 and was previously our Audit Committee Chair.
Previously, Ms. Rafael most recently served as Chief Transformation Officer at GoDaddy Inc., an Internet domain
registrar and web hosting company, from May 2018 to November 2019. She served as Principal Accounting Officer
of Apple Inc. from January 2008 to October 2012, and as its Vice President and Corporate Controller from August
2007 until October 2012. From April 2002 to September 2006, Ms. Rafael served as Vice President, Corporate
Controller and Principal Accounting Officer of Cisco Systems, Inc., and held the position of Vice President,
Corporate Finance at Cisco from September 2006 to August 2007. From December 2000 to April 2002, Ms. Rafael
was the Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of Aspect
Communications, Inc., a provider of customer relationship portals. From April 2000 to November 2000, Ms. Rafael
was Senior Vice President and CFO of Escalate, Inc., an enterprise e-commerce application service provider.
From 1994 to 2000, Ms. Rafael held a number of senior positions at Silicon Graphics International Corp. (“SGI”),
culminating her career at SGI as Senior Vice President and Chief Financial Officer. Prior to SGI, Ms. Rafael held
senior management positions in finance with Sun Microsystems, Inc., and Apple Computers. Ms. Rafael began her
career with Arthur Young & Company. Ms. Rafael has served on the board of directors of Informatica LLC, since
July 2021, Proofpoint, Inc., from February 2021 through October 2021, and Kinaxis, Inc., since February 2020. She
previously served on the boards of directors of Echelon Corporation from November 2005 to June 2018, GoDaddy
Inc. from May 2014 to May 2018, Shutterfly, Inc., from June 2016 to September 2019, and PalmSource, Inc., from
April 2004 to November 2005.
Qualifications and Contributions
Ms. Rafael has more than 30 years of executive financial experience in the technology industry. Her experience at
GoDaddy, Apple, and Cisco, including her finance and executive roles, provides her with a strong understanding ofAutodesk’s industry, business, and international operational challenges.

Rami Rahim
Age: 53 | Director since 2022 | Independent
Autodesk Committees: Compensation and Human Resources

Rami Rahim has over 25 years’ experience in the technology industry. He serves as Chief Executive Officer ofJuniper Networks and is a member of Juniper’s Board of Directors. Mr. Rahim joined Juniper in January 1997 andwas appointed as Chief Executive Officer in November 2014. Prior to being appointed to CEO, Mr. Rahim served
as Executive Vice President and General Manager of the Juniper Development and Innovation (JDI) organization,
overseeing the company's entire product and technology portfolio. Other leadership positions held at Juniper
include Executive Vice President and General Manager of Platform Systems Division for routing and switching,
Senior Vice President of the Edge and Aggregation Business Unit (EABU) and Vice President and General
Manager of EABU.
Mr. Rahim earned a Bachelor of Science degree in electrical engineering from the University of Toronto and a
Master of Science degree in electrical engineering from Stanford University. Mr. Rahim is a member of IEEE.
Qualifications and Contributions
Mr. Rahim is independent and has more than 25 years’ experience in the technology industry, and more than 10
years’ experience in leadership positions. His Chief Executive Officer experience at Juniper provides him withcybersecurity experience and a strong understanding of Autodesk’s industry, business, and global and domestic
operational challenges. His experience as a CEO provides him with the experience necessary to serve on ourCompensation and Human Resources Committee.

2024 Proxy Statement | 17

Board Leadership Structure
During fiscal year 2024, and since June 2018, Stacy Smith has served as our non-executive Chair of the Board. In
his role, Mr. Smith brings his deep understanding of the business to focus on the right strategic opportunities andhighlight key risks for the Board’s review. Mr. Smith sets the agenda for each meeting of the Board, in consultation
with our CEO, presides at executive sessions, and facilitates communication between the Board, management, andstockholders.
The Board regularly evaluates its leadership structure to ensure that it supports effective independent oversight ofAutodesk. Our Corporate Governance Guidelines direct the Board to fill the Chair of the Board and Chief Executive
Officer positions after considering a number of factors, including the current size of our business, composition of theBoard, current candidates for such positions, and our succession planning goals. Currently, we separate thepositions of CEO and non-executive Chair of the Board. In the event the Chair is not an independent director, ourCorporate Governance Guidelines provide that the Board must elect a Lead Independent Director. Separating thepositions of CEO and Chair of the Board allows our President and CEO to focus on our day-to-day business, whileallowing the Chair to lead the Board in its fundamental role of providing independent advice to, and oversight of,management. The Board believes that having an independent director serve as Chair is the appropriate leadership
structure for Autodesk at this time and demonstrates our commitment to good corporate governance.
In addition, as described below, our Board has three standing committees consisting entirely of independent
directors. The Board delegates substantial responsibility to these committees, which report their activities andactions back to the full Board. We believe having independent committees with independent chairs is an important
aspect of the leadership structure of our Board.

Stockholder Engagement
Our Board is committed to ensuring that stockholder insights and feedback inform our strong governance practices.
We maintain an open dialogue and actively engage with our stockholders to ensure we thoughtfully consider adiversity of perspectives on issues including strategy, financial and business performance, our executive andemployee compensation programs, sustainability, workforce diversity, board composition and governance, and abroad range of ESG issues.
The office of our Corporate Secretary coordinates annual stockholder engagement with our Investor Relations teamand provides a summary of all relevant feedback to our Board. During fiscal year 2024, members of ourmanagement team and, in certain instances, independent members of our Board continued our regular outreachand contacted stockholders representing approximately 50% of Autodesk shares, and provided stockholder
feedback to the Board. In addition, throughout the year our Investor Relations team engages with our stockholders,frequently, along with Andrew Anagnost, our CEO, our CFO, and in certain instances, Stacy Smith, our Chair.

Fiscal Year 2024 Board Meetings
Each quarter, our Board holds Committee and Board meetings. At each quarterly Board meeting, time is set aside
for the independent directors to meet without management present. Additional executive sessions are held asneeded. In addition to the quarterly meetings, typically there are other regularly scheduled committee meetingseach year.
During fiscal year 2024, the Board held a total of eight meetings (including regularly scheduled and special
meetings), and its three standing committees (an Audit Committee, a Compensation and Human Resources
Committee, and a Corporate Governance and Nominating Committee) held a collective total of 16 meetings. Eachdirector attended 100% of the total number of meetings of the Board and committees of which he or she was amember during the period he or she served during fiscal year 2024.
Directors are encouraged, but not required, to attend the Annual Meeting of Stockholders. All of our then sitting
directors attended the 2023 Annual Meeting of Stockholders.

18 | AUTODESK, INC.

The following table sets forth the number of meetings held by our Board and the committees during fiscal year 2024:

Board

Audit

Compensationand Human
Resources885

Number of meetings held in fiscal year 2024

Corporate
Governance andNominating

3

Board Committees
To support effective corporate governance, our Board delegates certain responsibilities to its committees, whoreport on their activities to the Board. These committees have the authority to engage legal counsel or otheradvisors or consultants as they deem appropriate to carry out their responsibilities.
The table below provides summary information about each director nominee’s committee membership followed by asummary of each committee’s responsibilities. Each committee has a charter describing its specific responsibilities
which can be found on our website at https://investors.autodesk.com/corporate-governance/highlights. The following
table reflects changes in certain board committee leadership and membership as of June 12, 2024.
Committees
Name

Independent

Audit Committee

Compensation and Human
Resources Committee

Corporate Governanceand Nominating
Committee

Andrew Anagnost
Stacy J. Smithü
CB

Karen Blasing
Reid French
Dr. Ayanna Howard
Blake Irving
Mary T. McDowell
Stephen Milligan

ü
ü
ü
ü
ü
ü

Lorrie M. Norrington
Betsy Rafael*ü

Rami Rahim

ü

ü
ü
À
C
ü
ü
C

ü

ü
À
C
ü

CB Non-Executive Chair of Board
C Committee Chair
ü MemberÀ Financial Expert, as defined in the rules of the SEC* Ms. Rafael is now our Interim Chief Financial Officer, is not currently an independent director, and is no longer a member of the
Audit Committee.

Audit Committee
The Audit Committee oversees Autodesk’s financial statements, compliance with our corporate, accounting, andreporting processes, our system of internal accounting and financial controls, and our management of related risks.
The Audit Committee’s responsibilities also include:• selection, compensation, engagement, retention, termination, and services of our independent registered public
accounting firm, including conducting a review of its independence;

2024 Proxy Statement | 19• reviewing with management and our independent registered public accounting firm the adequacy of our system
of internal financial and disclosure controls;• reviewing our critical accounting policies and the application of accounting principles;• reviewing our treasury policies and tax positions;• overseeing the performance of our internal audit function;• establishing and overseeing compliance with the procedures for handling complaints regarding accounting,internal accounting controls, or auditing matters, including procedures for confidential, anonymous submissionof concerns by employees regarding accounting and auditing matters; and• overseeing our management of cybersecurity risks relating to financial, accounting, and internal controls
matters.
See the Report of the Audit Committee of the Board of Directors on page 65 for more information regarding thefunctions of the Audit Committee.

Corporate Governance and Nominating Committee
Our Corporate Governance and Nominating Committee oversees our corporate governance principles and policies,
as well as the process to identify and nominate qualified individuals for Board membership, and Board andcommittee evaluations.
The Corporate Governance and Nominating Committee’s responsibilities include:• developing general criteria regarding the qualifications and selection of members of the Board;• determining skills, characteristics, and experiences desired for candidates and overseeing director succession
planning;• recommending candidates for election to the Board;• developing overall governance guidelines;• periodically reviewing matters related to our policies and practices concerning environmental, social andgovernance (“ESG”) initiatives, political contributions and lobbying activities;• overseeing the performance and evaluation of the Board and individual directors; and• reviewing and making recommendations regarding director composition and the mandates of Board
committees.

Compensation and Human Resources Committee
The Compensation and Human Resources Committee oversees the compensation and benefits for our executive
officers, recommends our CEO’s compensation to the independent members of the Board for approval, and grants
stock options, RSUs, and PSUs to executive officers and non-executive employees under our stock plans.
As non-employee directors, the members of the Compensation and Human Resources Committee are not eligible toparticipate in Autodesk’s discretionary employee stock programs. For Fiscal Year 2024, RSUs were granted in June
2023 to all our non-employee directors, automatically, pursuant to the Director Compensation Policy and under the2023 Equity Incentive Plan.
The Compensation and Human Resource Committee’s responsibilities also include:• reviewing and approving the corporate goals and objectives relevant to our CEO and executive officer
compensation;• evaluating CEO and executive officer performance;• reviewing executive and leadership development policies and practices;

20 | AUTODESK, INC.

• reviewing and administering Autodesk’s clawback policy;• reviewing succession plans for our CEO and other senior management;• periodically reviewing matters related to human capital management;• overseeing matters relating to stockholder approval of executive compensation, including advisory say-on-pay
votes; and• overseeing the management of risks associated with our compensation policies and programs.
See the section titled “Compensation Discussion and Analysis” for a description of our processes and proceduresfor determining executive compensation. The Compensation and Human Resources Committee may form anddelegate authority to subcommittees when appropriate.
The Compensation Committee Report is included in this Proxy Statement on page 43.

Independence of the Board and our Governance Practices
Our Board believes independence is a critical component of our governance strategy, and that it’s continued
independence enables it to be objective in carrying out its oversight responsibilities. Our Corporate Governance
Guidelines provide that a substantial majority of our directors will be independent and that each Committee will bemade up of solely independent directors. Autodesk’s independent directors meet regularly in executive session,
without management present, as part of the quarterly Board meetings, with the intent to facilitate open discussion.
Stacy Smith, our Chair, presides at these executive sessions.
Each year, and before a new director is appointed, the Board must affirmatively determine a director has no
relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as adirector. Annually, each director also completes a detailed questionnaire that provides information about
relationships that might affect the determination of independence. Autodesk management provides the Corporate
Governance and Nominating Committee and the Board with the relevant information from the questionnaires alongwith known facts and circumstances of any relationship bearing on the independence of a director or nominee. The
Corporate Governance and Nominating Committee then completes an assessment of each director considering all
known relevant facts and circumstances concerning any relationship bearing on the independence of a director or
nominee. This process includes evaluating whether any identified relationship otherwise adversely affects a
director’s independence and affirmatively determining that the director has no material relationship with Autodesk,
another director, or as a partner, stockholder, or officer of an organization that has a relationship with Autodesk. As
part of its annual review process, our Corporate Governance and Nominating Committee also considers a director’stenure.
As required by the Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The
Board has determined that, with the exception of Dr. Anagnost, our President and CEO, and Ms. Rafael, our Interim
Chief Financial Officer, all of its members are “independent directors” as that term is defined by applicable Nasdaq
listing standards. That definition includes a series of objective tests, including that the director is not an employee ofthe company and has not engaged in various types of business dealings with the company. In addition, as further
required by applicable Nasdaq listing standards, the Board has made a subjective determination as to eachindependent director that no relationships exist that would interfere with the exercise of independent judgment incarrying out the responsibilities of a director.
Based on the review and recommendation by the Corporate Governance and Nominating Committee, the Board
analyzed the independence of each director. The Board determined that Mses. Blasing, Howard, McDowell, andNorrington, and Messrs. French, Irving, Milligan, Rahim and Smith meet the standards of independence under our
Corporate Governance Guidelines and the Nasdaq listing standards, including that each member is free of any
relationship that would interfere with his or her individual exercise of independent judgment.

2024 Proxy Statement | 21

Certain Relationships and Related Party Transactions
Compensation Committee Interlocks
The members of the Compensation and Human Resources Committee during fiscal year 2024 were Mary T.
McDowell, Reid French and Rami Rahim. No director who served as a member of the Compensation and Human
Resources Committee during fiscal year 2024 is or was formerly an officer or employee of Autodesk or any of its
subsidiaries. No interlocking relationship existed between any director who served as a member of theCompensation and Human Resources Committee during fiscal year 2024 and the compensation committee of any
other company, nor has any such interlocking relationship existed in the past.

Related Party Transactions
Our Audit Committee has established a written policy and procedures for review and approval of related-party
transactions. Autodesk’s Related Party Transactions Policy states that all transactions between Autodesk and its
wholly owned subsidiaries and any of its directors, executive officers, nominees for director or owners of 5% ormore of our stock, or their immediate family members, where the amount involved exceeds $120,000, require theapproval of both our Chief Financial Officer and the Audit Committee. If a related-party transaction subject to review
involves directly or indirectly a member of the Audit Committee or the Chief Financial Officer (or one of their
immediate family members), such Audit Committee member or Chief Financial Officer will recuse him or herself fromthe review. The Chief Financial Officer and the Audit Committee shall approve or ratify only those transactions thatare deemed to be not inconsistent with the best interests of the Company as a whole. Non-routine transactions withvendors and suppliers of Autodesk and its wholly-owned subsidiaries require the prior written approval of the Chief
Accounting Officer.
During fiscal year 2024, there were ordinary course transactions between Autodesk and certain related entities, forexample for the purchase of software licenses by companies of which a director is an executive officer or where an
executive officer was previously employed. None of these transactions constituted a related-party transaction that
required approval by the Audit Committee.

Director Orientation and Continuing Education
Our orientation programs are designed to familiarize new directors with our businesses, strategies, and policies andassist new directors in developing knowledge about Autodesk and the industry to optimize their service on the
Board.
Regular continuing education programs enhance directors’ skills and knowledge to perform their responsibilities.
These programs may include internally developed programs or programs presented by third parties.
In November 2023, all of our directors attended Autodesk University, which is our learning event of the year geared
towards design professionals, in order to hear new ideas and inspiring stories from our executives, leaders, andcustomers.

Director Stock Ownership Policy
To align the interests of our directors and stockholders, our directors are required to own Autodesk shares equal invalue to at least five times the base annual cash retainer payable to a director. Each of our directors complied with
our stock ownership policy in fiscal year 2024.

22 | AUTODESK, INC.

Outside Board Memberships
We have a highly experienced and engaged Board of Directors. We value the diverse perspectives that our
directors’ outside board memberships bring to our boardroom. Directors who serve on other public company boards
offer advice and insights regarding the dynamics and operation of a board of directors, the relationship of a board
with senior management, and oversight of a changing mix of strategic, operational, and compliance-related matters.
In order to ensure sufficient time and attention to meet the responsibilities of Board membership, our Corporate
Governance Guidelines state that directors shall serve on no more than four boards of directors of publicly traded
companies, including our Board, without consent of the Corporate Governance and Nominating Committee.
Additionally, if a director is also an active executive officer of a publicly traded company, the director may not serveon more than two publicly traded company boards of directors, including our Board, without the consent of the
Corporate Governance and Nominating Committee. Per our Corporate Governance Guidelines, directors advise the
Chair of the Board or the Lead Independent Director, as applicable, and the Chair of the Corporate Governance andNominating Committee before accepting an invitation to serve on an additional for-profit corporate board. The
Corporate Governance and Nominating Committee reviews the composition of the Board, including matters such asother board commitments, on an annual basis in the context of recommending a slate of directors for stockholder
approval. Following its review, the Corporate Governance and Nominating Committee affirmed that each director
nominee has sufficient capacity to continue effectively serving on our Board and is compliant with the limitations onother board commitments as established in our Corporate Governance Guidelines.

Director Selection, Qualifications, and Evaluations
Our stockholders elect our Board of Directors annually. In making its annual director nominations determination, theBoard’s objective is to recommend a group of directors that can best ensure the continuing success of our businessand represent stockholder interests through the exercise of sound judgment using its diversity of experience andperspectives.
The Corporate Governance and Nominating Committee recommends to the Board candidates for election andmembership criteria for Board nominations. As part of this process, the Corporate Governance and Nominating
Committee works with the Board to determine the skills, characteristics, and experiences desired for potential
candidates, taking into account the current composition and size of the Board and recent Board, committee, andindividual director evaluations, among other considerations. The Corporate Governance and Nominating Committee
retains any search firm involved in identifying potential candidates and approves their fees.
In its evaluation of director candidates, including the members of the Board eligible for re-election, the Corporate
Governance and Nominating Committee seeks to achieve a balance of knowledge, experience, and skills on the
Board. The Corporate Governance and Nominating Committee considers many factors, including integrity,
judgment, diversity (including gender, sexual orientation, age, and ethnicity), expertise, business experience, lengthof service, independence, and other commitments, as well as any relationships between directors and Autodesk’s
customers and suppliers.
This Proxy Statement includes a table summarizing the key qualifications, skills, and attributes currently most
relevant to the decision to nominate candidates to serve on the Board. As the Board strives to maintain a diverse setof skills and attributes, it also expects that each member will be able to understand and contribute meaningfully tothe oversight of the range of material business, risk, and regulatory issues the Company faces. Management’s
responsibility includes educating and communicating to the Board in a way that enables effective oversight of thisbroad set of issues. When searching for new directors, the Board endeavors to actively seek out highly qualified
women and individuals from underrepresented communities to include in the pool from which nominees are chosen.
We aim to create a Board with diverse experiences and backgrounds to provide our complex, global company withthoughtful and engaged oversight. The Corporate Governance and Nominating Committee assesses theeffectiveness of its diversity efforts through periodic evaluations of the Board’s composition.

2024 Proxy Statement | 23

While we have not established specific minimum qualifications for director candidates, the Board believes that
nominees must reflect a Board that comprises directors who are predominantly independent, have highintegrity, possess broad knowledge and experience at the policy-making level in business or technology, including
an understanding of the software industry and Autodesk's business in particular, be able to increase overall Board
effectiveness, and have varied and divergent experiences, viewpoints, and backgrounds.
When the Corporate Governance and Nominating Committee recruits new director candidates, that process
typically involves either a search firm or a member of the Corporate Governance and Nominating Committee
contacting a prospect to assess interest and availability. A candidate will then meet with members of the Board and
Mr. Anagnost, and then meet with members of management as appropriate. At the same time, the Corporate
Governance and Nominating Committee and the search firm will contact references for the candidate. A backgroundcheck is completed before a final candidate recommendation is made to the Board.
Stockholders have previously elected all Board nominees.

Stockholder Recommendations and Nominations of Director Candidates
It is the policy of the Corporate Governance and Nominating Committee to consider recommendations forcandidates from stockholders. Stockholder recommendations for candidates to the Board must be directed in writing
to Autodesk, Inc., One Market Street, Ste. 400, San Francisco, California 94105, Attention: Corporate Secretary, andmust include the candidate’s name, home and business contact information, detailed biographical data andqualifications, information regarding any relationships between the candidate and Autodesk within the last three
years, and evidence that the nominating person owns Autodesk stock.
In addition, our Bylaws provide for proxy access nominations of director candidates by eligible stockholders.
Stockholders who wish to nominate directors for inclusion in our proxy materials or directly at an annual meeting ofstockholders in accordance with the procedures in our Bylaws should follow the instructions under “Questions andAnswers About the 2024 Annual Meeting of Stockholders and Procedural Matters.” Appropriately nominated proxyaccess candidates or candidates who comply with both our Bylaws and the U.S. Securities and Exchange
Commission (“SEC”) Rule 14a-19 will be included in the proxy statement and ballot.

Corporate Governance Guidelines
We believe the highest standards of corporate governance and business conduct are essential to running ourbusiness efficiently, serving our stockholders well, and maintaining our integrity in the marketplace. Over the years,
we have devoted substantial attention to the subject of corporate governance and have developed Corporate
Governance Guidelines, which set forth the principles that guide our Board in overseeing corporate governance,
maintaining its independence, evaluating its own performance and the performance of our executive officers, andsetting corporate strategy. The Board reviews our governance practices, corporate governance developments, andstockholder feedback on a regular basis to ensure continued effectiveness. The Board first adopted the Corporate
Governance Guidelines in December 1995 and has refined them periodically since. The Corporate Governance
Guidelines are available on our website at https://investors.autodesk.com/corporate-governance/highlights.

Code of Business Conduct and Code of Ethics
In addition, we have had a longstanding Code of Business Conduct for our directors and employees as well as a
Code of Ethics for Senior Executive and Financial Officers, including our principal executive officer, principal
financial officer, principal accounting officer, all senior vice presidents, and all individuals reporting to our principal
financial officer, to ensure that our business is conducted in a consistently legal and ethical manner. These codes
are reviewed periodically and updated as appropriate. Our current Code of Business Conduct and Code of Ethics
for Senior Executive and Financial Officers are available on our website at https://investors.autodesk.com/
corporate-governance/highlights. We will post in the Investor Relations section of our website any amendment to
our Code of Business Conduct or Code of Ethics for Senior Executive and Financial Officers, as well as any waiversof these Codes that are required to be disclosed by the rules of the SEC or the Nasdaq.

24 | AUTODESK, INC.

Risk Oversight
Our Board, as a whole and through its committees, is responsible for the oversight of risk management. Senior
management is responsible for the day-to-day management of the material risks Autodesk faces. In its oversightrole, our Board must satisfy itself that the risk management processes designed and implemented by management
are adequate and functioning as designed. The involvement of the full Board in setting our business strategy atleast annually is a key part of its oversight of risk management, its consideration of management’s appetite for risk,
and its determination of what constitutes an appropriate level of risk. The full Board receives regular updates fromour senior management and outside advisers regarding certain risks Autodesk faces, including litigation,
cybersecurity, data privacy, corporate governance, and various operating risks.
In addition, while our Board is responsible for monitoring and assessing strategic risk exposure, our committees arecharged with specific areas of risk oversight, as summarized below:• Audit Committee. Our Audit Committee is responsible for overseeing the management of risks associated with
Autodesk’s financial reporting, accounting, and auditing matters, as well as cybersecurity risks relating tofinancial, accounting, and internal controls matters.
• Compensation and Human Resources Committee. Our Compensation and Human Resources Committee
oversees our executive officer succession planning and risks associated with our compensation policies andprograms.
• Corporate Governance and Nominating Committee. Our Corporate Governance and Nominating Committee
oversees the management of risks associated with director independence, conflicts of interest, compositionand organization of our Board, and director succession planning. Board committees report their findings to thefull Board.
Senior management attend all meetings of the Board and its standing committees and are available to address anyquestions or concerns raised by the Board regarding risk management and any other matters. The Board holds
annual strategic planning sessions with senior management to discuss strategies, key challenges, and risks andopportunities for Autodesk.

Executive Succession Planning and Leadership Development
The Board believes one component of our long-term success is planning for CEO succession and overseeing thedevelopment and succession of other members of our executive leadership team. The Board and ourCompensation Committee work together with our CEO and our Chief People Officer to develop a succession plan.
In developing the plan, they consider Autodesk’s current and future business strategies, organizational needs,
competitive challenges, individual leadership and management potential and development and emergency
situations.

Board Evaluations
The Board is committed to a robust and constructive evaluation process as an essential part of good corporate
governance and Board effectiveness. The Corporate Governance and Nominating Committee annually evaluates
the performance of the Board. In fiscal year 2024, this evaluation process included using the services of a thirdparty facilitator to seek feedback from each director, and using the services of third-party corporate governanceexperts to assist with the evaluation questionnaires. The results were reported to and discussed with the Board. The
report includes an assessment of the Board’s compliance with certain principles found in the Corporate Governance
Guidelines and identifies areas in which the Board could enhance its performance.
The annual evaluation process is designed to elicit feedback on the processes, structure, composition, andeffectiveness of the Board and its committees. Furthermore, it assesses individual director performance andcontribution levels. The evaluation results have led to strategic changes to increase Board effectiveness, including
providing clarity on key areas for the Board’s focus over the coming year, input on Board composition and recruiting,and information on how to best operationalize Board and committee meetings.

2024 Proxy Statement | 25

In addition, each committee annually evaluates its performance and reports the results to the Board. In fiscal year
2024 the evaluation of each committee included an assessment of the committee’s compliance with the principles in
its charter, and identified areas in which the committee could enhance its performance.

Contacting the Board
Communications from stockholders to the Board, or specific members of the Board, should be addressed to the
Chair of the Board using one of the below methods. All such communications will be initially received and processedby the office of our Corporate Secretary.

+

Autodesk, Inc., c/o Chief Legal Officer,
One Market Street, Ste. 400,
San Francisco, California 94105,
Attention: Non-Executive Chair

26 | AUTODESK, INC.

:

board-administrator@autodesk.com

Executive Compensation
Compensation Discussion and Analysis
Throughout this proxy statement, the individuals included in the Summary Compensation Table beginning on page
44 are referred to as our “named executive officers” or “NEOs.” For fiscal year 2024, our NEOs were:•Andrew Anagnost, Chief Executive Officer and President;•

Deborah L. Clifford, former Executive Vice President and Chief Financial Officer and current Chief Strategy
Officer;•

Steven M. Blum, Executive Vice President and Chief Operating Officer;•

Ruth Ann Keene, Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary;•

Rebecca Pearce, Executive Vice President and Chief People Officer.

The information in this discussion provides perspective and narrative analysis relating to, and should be read along
with, the executive compensation tables beginning on page 44.
Our Compensation Discussion and Analysis provides an overview of our business performance in fiscal year 2024,
highlights the key components and structure of our executive compensation program, discusses the principles
underlying our compensation policies and practices, and addresses other matters we believe explain anddemonstrate our performance-based compensation philosophy.

Executive Summary
Fiscal Year 2024 Strategic Priorities and Performance Highlights
Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers toachieve better outcomes for their products, businesses, and the world. In fiscal year 2024, we delivered record
revenue and operating income while maintaining healthy free cash flow through the first year of our transition fromup-front to annual billings for multi-year contracts. The most significant free cash flow headwinds from this transition
are now behind us which means our free cash flow reached its trough during fiscal 2024 and will mechanicallyrebuild over the next few years.
We achieved strong financial and competitive performance in fiscal 2024 despite macroeconomic, policy andgeopolitical related headwinds. Several factors contributed to our performance, including strong renewal rates,
resilient new business growth, and expansion from a large renewal cohort of enterprise business agreements which
included up-front revenue.
Our resilience comes from our subscription business model and our product and customer diversification, whichbalances growth across different regions and industries. Disciplined and focused execution and strategic
deployment of capital through the economic cycle will drive even greater operational velocity and efficiency within
Autodesk, which will free up further resources to invest in our industry clouds and capabilities, including AI, and tosustain margin improvement.
By introducing a new transaction model to engage more directly with our customers and solution providers, we areapproaching the final phase of modernizing our go-to-market motion, which has involved updating our infrastructure,
retiring old systems and business models, and nurturing more direct relationships with our customers andecosystem. We are also undertaking a multi-year process to evolve our products into lifecycle solutions within andbetween our industry clouds, powered by shared platform services, and with Autodesk’s Data Model at its core.
Together, these will enable Autodesk, our customers, and partners, to build more valuable, data-driven, andconnected products and services.
Empowering innovators with design-and-make technology to achieve the new possible also enables them to build
and manufacture efficiently and sustainably. We continue to execute well in challenging times and look forward to
the years ahead with excitement and optimism.

2024 Proxy Statement | 27

Fiscal Year 2024 Financial Highlights•

Total revenue was $5.50 billion, an increase of 10 percent as reported, and 13 percent on a constantcurrency basis. Recurring revenue represents 98 percent of total.

•

GAAP operating income was $1.13 billion, compared to $989 million last year. GAAP operating margin was
21 percent, up 1 percentage point.

•

Total non-GAAP income from operations was $1.96 billion, compared to $1.79 billion last year. Non-GAAP
operating margin was 36 percent, flat compared to the prior period.(1)•Cash flow from operating activities decreased to $1.31 billion, compared to $2.07 billion in fiscal 2023. Free
cash flow decreased to $1.28 billion, compared to $2.03 billion in fiscal 2023.(1) Our free cash flow
experienced a trough during fiscal year 2024 due to our transition from up-front to annual billings for multiyear contracts.

•

GAAP diluted net income per share was $4.19, compared to $3.78 last year.

•

Non-GAAP diluted net income per share was $7.60, compared to $6.63 last year.(1)•1-Y Total Shareholder Return is 18% from fiscal year 2023. 5-Y Total Shareholder Return is 72% from fiscal
year 2019.

_____________________________(1) A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

Fiscal Year 2024 Executive Compensation Highlights
Pay Decisions based on Performance Results
The Compensation and Human Resources Committee (the “Committee”) believes that total compensation for our
named executive officers should closely align with performance. In fiscal year 2024, we used the following
performance metrics to determine the performance-based pay outcomes for the NEOs:
Incentive Program

Performance Metrics

Executive Incentive Plan (EIP)

Total Revenue
Non-GAAP Income from Operations

Total Revenue
Long-Term Incentives — Performance Share Free Cash Flow
Units (PSU)
Relative TSR (as defined below) (over 1, 2, and 3 years)

In March 2024, the Committee made the following determinations relating to the compensation of our NEOs basedon Company’s performance against the pre-determined goals. The Committee did not make any discretionary
adjustments to the incentive payouts.

Fiscal Year 2024
Executive Incentive
Plan Results

Based on our fiscal year 2024 financial results, the Committee determined that, based on
attainment of the performance metrics for Autodesk’s 2024 Executive Incentive Plan (“EIP”)
would be funded at 96.9% for our CEO and other NEOs at the end of fiscal year 2024.

Performance Share
Unit Results

For each award, the Committee measured performance based on Autodesk’s achievementof 97.5% of the total revenue and free cash flow targets established for fiscal year 2024
and relative total stockholder return (“TSR”) over one-, two-, and three-year performance
periods, respectively. The Committee certified the attainment levels for performancemeasures for tranches of PSUs awarded in April 2023, April 2022, and April 2021.

28 | AUTODESK, INC.

Emphasis on Variable “At Risk” Performance-Based Executive Compensation
Our executive compensation program emphasizes variable compensation with both annual and long-term
performance components. In fiscal year 2024, 95% of our CEO’s and 91% of other NEOs’ total compensation was
variable in nature and “at risk”. 88% of our CEO’s and 83% of other NEOs’ total compensation consisted of longterm equity. Our incentive programs reward strong annual financial and operational performance, as well as relative
TSR over one-, two-, and three-year performance periods. The charts below illustrate the fiscal year 2024 pay mix
between base salary and targeted short- and long-term equity compensation for our CEO and all other NEOs.

Additionally, to drive the achievement of our key strategic Environmental, Social, and Governance (“ESG”) priorities
around environmental sustainability and philanthropy as well as diversity, inclusion and belonging, our executive
compensation program allows for the CEO to recommend to the Committee adjustments to awards for the otherNEOs based on ESG performance. Given that long-term incentive awards are the largest component of NEO
compensation, ESG adjustments will generally focus on equity grants. The Committee will take into account the
CEO’s recommendations when determining the final awards for the other NEOs, and will also consider the overall
company progress and outcomes on ESG when it determines long-term incentive awards for the CEO.
Only when we significantly exceed our ESG goals or fail to achieve these metrics are long-term incentive awards
adjusted upward or downward. For fiscal year 2024, the CEO and Committee concluded that the leadership team’s
performance aligned with expectations for progress on ESG initiatives and therefore adjustments to NEO’s longterm incentive awards were not warranted.

Say-on-Pay Results and Stockholder Outreach
Autodesk and the Committee value the input of our stockholders. The Committee carefully considers stockholder
feedback as part of its ongoing review of our executive compensation programs, design, and metrics, and thisfeedback has informed changes the Committee has made in recent years to align our programs with our business
transformation. At the 2023 Annual Meeting, 89.5% of the votes cast on our say-on-pay proposal were favorable,
reflecting strong stockholder support for our executive compensation programs. In fiscal year 2024, members of ourmanagement team and, in certain instances, independent members of our Board continued our regular outreachand contacted stockholders representing approximately 50% of our outstanding shares. Our management team,and in some cases our independent Chair, met with representatives from active and passive funds to discuss
strategy, our executive and employee compensation programs, capital allocation, progress on our sustainability
strategy, workforce diversity, board composition and skill sets, sustainability, and a broad range of other ESG
issues. This outreach enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder
base. Based on these discussions, the Committee found that our stockholders continued to support our executive
compensation programs and the alignment between executive pay and Autodesk’s performance. The Committee
values stockholder feedback and will continue to consider it, along with input from our independent compensation
consultant, when assessing and enhancing our executive compensation programs and making compensation
decisions for our executive officers.

2024 Proxy Statement | 29

Compensation Guiding Principles
The Committee believes that Autodesk’s executive compensation program should be designed to attract, motivate,
and retain talented executives and should provide a rigorous framework that is tied to stockholder returns, company
performance, long-term strategic corporate goals, and individual performance. The general compensation objectives
are to:•Recruit and retain the highest caliber of executives through competitive rewards;•

Motivate executive officers to achieve business and financial goals;•

Balance rewards for short- and long-term performance; and•Align rewards with stockholder value creation.

Within this framework, the total compensation for each executive officer varies based on multiple dimensions:•

Whether Autodesk achieves its short-term and long-term financial and non-financial objectives;•

Autodesk’s TSR relative to companies in the North American Technology Software Index;•

Autodesk’s progress towards its ESG objectives;•

The specific roles and responsibilities of the officer;•

Each officer’s skills, capabilities, contributions, and performance;•

Internal pay alignment considerations; and•Retention considerations.

Leading Compensation Governance Practices
Autodesk’s executive compensation objectives are supported by policies and strong governance practices that alignexecutives’ interests with the interests of our stockholders. Some of the program’s most notable features arehighlighted in the table and summarized below.
What We Do

a Engage in robust stockholder outreacha significant percentage of NEO total pay to
a Tie
achievement of critical financial objectives andstockholder value creation

What We Do Not Do

x Allow hedging, pledging, or trading in Autodesk derivative
securities
x Reprice stock options

maximum payouts on performance-based cash
executive benefits that differ from those offered toa Employx Offer
our other salaried employees or excessive perquisites
and equity incentive compensation
x Use fixed-term employment agreementsa Require significant stock ownership holdingsa Include a clawback policy in incentive programs
double-trigger change in control arrangements
a Providewith no excise tax gross-up
a Ensure effective risk management
on an independent compensation committee anda Relyengage an independent compensation consultant

The Compensation-Setting Process
The Committee reviews and approves all components of each executive officer’s compensation.

30 | AUTODESK, INC.

CEO Pay Decisions
Throughout the year, the Committee and other independent members of the Board, including the Chair, review theperformance of, and provide feedback to, our CEO at regularly scheduled meetings and through informal
discussions. Annually, the Committee meets and discusses with other independent members of the Board theperformance of our CEO in light of corporate goals and objectives. The Committee, without the CEO in attendance,
took this assessment into account, along with competitive compensation data, in determining our CEO’scompensation. Performance targets are intended to be aggressive yet achievable with diligent effort during the fiscal
year. As part of its deliberations on CEO compensation, the Committee consulted with its independent consultant
and the other independent directors prior to approving our CEO’s compensation.

Executive Officer Pay Decisions
Our CEO makes recommendations to the Committee regarding the base salary, annual cash incentive awards(EIP), and equity awards for each executive officer other than himself. These recommendations are based on our
CEO’s assessment of each executive officer’s performance during the year, competitive compensation data, internal
pay alignment, and retention considerations. Our CEO reports on the performance of the executive officers and theirbusiness functions during the year in light of corporate goals and objectives. He bases his evaluation on his
knowledge of each executive officer’s performance and input from other individuals, including feedback provided by
the executive officers, their colleagues, and their direct reports. Members of our People and Places organization
assist our CEO in assessing each executive officer’s performance and providing market compensation data for eachrole. In executing the responsibilities set forth in its charter, the Committee relies on a number of resources toprovide input to the decision-making process.

Independent Consultant
The Committee retained Exequity LLP as its compensation adviser for fiscal year 2024. Exequity provided advice
and recommendations on a number of issues, including total compensation philosophy; program design, including
program goals, components, and metrics; peer data; compensation trends in the technology sector and generalmarket for senior executives; separation plans; the compensation of our CEO and our other executive officers; anddisclosure of our executive pay programs. The Committee has considered the independence of Exequity in light ofNasdaq’s listing standards for compensation committee independence and the rules of the SEC, and requested andreceived written confirmation from Exequity addressing the independence of the firm and its senior advisers working
with the Committee. The Committee discussed these considerations and concluded that the work performed by
Exequity did not raise any conflict of interest.

Management
The Committee also consults with management and Autodesk’s People and Places organization regarding
executive and non-executive employee compensation plans, including administration of Autodesk’s equity incentive
plans.

2024 Proxy Statement | 31Competitive Compensation Positioning and Peer GroupTo ensure our executive compensation practices are competitive and consistent with the Committee’s guiding
principles, Exequity and management provide the Committee with compensation data for each executive role. Thisdata is drawn from a group of companies in relevant industries that compete with Autodesk for executive talent. The
Committee uses this data, as well as information about broader technology industry compensation practices, whenevaluating the compensation of our executive officers.
The compensation peer group is selected based upon multiple criteria, including industry positioning, competition for
executive talent, revenue, market capitalization, financial results, and geographic footprint. The Committee reviews
the compensation peer group each year to ensure that the comparisons remain meaningful and relevant. Based on
the Committee’s review in September 2022, no changes were made to the peer group. The fiscal year 2024
compensation peer group consisted of the following companies:
Company

Revenue for the Most Recent
Completed Fiscal Year(in billions)Market Capitalization as of
1/31/2024 (in billions)

Adobe Inc.

19.4

281.1

Akamai Technologies, Inc.

3.8

18.6

ANSYS, Inc.

2.3

28.5

Block, Inc.

21.9

40.0

Cadence Design Systems, Inc.

4.1

78.4

Citrix Systems, Inc.

3.2

N/A (1)DocuSign, Inc.

2.8

12.5

Electronic Arts Inc.

7.4

36.9

Fortinet, Inc.

5.3

49.1

Gen Digital Inc.

3.3

15.0

Intuit Inc.

14.4

176.8

NetApp, Inc.

6.4

18.0

Palo Alto Networks, Inc.

6.9

109.2

PTC Inc.

2.1

21.6

Salesforce, Inc.

34.9

272.9

ServiceNow, Inc.

9.0

156.7

Splunk Inc. (2)Synopsys, Inc.
Workday, Inc.

4.2
5.8
7.3

25.9
81.4
76.8

Autodesk, Inc.

5.5

54.3

Autodesk Percentile Ranking

47th

56th

_____________(1) Citrix Systems was acquired in September 2022.
(2) Splunk Inc. was acquired by Cisco in March 2024.

In September 2023, the Committee reviewed the compensation peer group that would be used for fiscal year 2025
compensation decision making. The Committee determined that for fiscal year 2025, all of the fiscal year 2024 peergroup companies would still be appropriate to use except for Citrix Systems, which was removed from the peergroup due to its acquisition in late 2022.
When determining the base salary, incentive targets, equity grants, and target total direct compensation opportunity
for each of our NEOs, the Committee references the median data from our compensation peer group for eachcomponent and in the aggregate. Actual compensation awards may be above or below the median levels,
depending on Autodesk’s financial and operational performance and each executive officer’s experience, skills, andperformance. The Committee believes that referencing the total compensation packages of the companies in thecompensation peer group keeps Autodesk’s compensation competitive and within market norms. This also provides
flexibility for variances in compensation where appropriate, based on each executive officer’s leadership,
contributions, and particular skills or expertise as well as retention considerations.

32 | AUTODESK, INC.

Principal Elements of the Executive Compensation Program
The principal elements of Autodesk’s fiscal year 2024 executive compensation program for the CEO and other NEOs
are described below.
Component

PurposeDescription

Performance Measures

Base SalaryForms basis for overall
competitivecompensation package

Reflects competitive market
conditions, individual
performance, and internalalignment

The Committee considers
individual performance
when setting and reviewingbase salary levels and merit
increases

Executive Incentive Plan (“EIP”),
at Targeted Levels

Motivate achievementof annual strategic
priorities relating to topand bottom-line growthTarget percentage based oncompetitive market practices
and internal alignment

Total revenue

Align compensation
with key drivers of thebusiness and relative
total stockholder return

Size of award based oncompetitive market practices,
corporate and individual
performance, and internalalignment

Long-Term Incentives —Performance Stock Units (“PSU”),
at Grant-Date Fair Values

Encourage focus on
near-term and longterm strategic
objectives

Long-Term Incentives —Restricted Stock Units (“RSU”)

Encourage focus on
long-term stockholder
value creation
Retention

Actual bonus ranges from 0% to200% of target and isdetermined by performanceversus goals established at the
beginning of the performance
periodActual number of shares vested
ranges from 0% to 200% of
target and is determined by
performance versus goals
established at the beginning of
the performance period

Non-GAAP income fromoperations

Total revenue
Free cash flow
Autodesk’s relative TSR
over one-, two-, and threeyear performance periods
Performance in relation to
our ESG objectives
Autodesk stock priceSize of award based on
Autodesk stock pricecompetitive market practices,
corporate and individual
performance, internal alignment,
and retention considerations
Recipients earn shares if theyremain employed through thethree-year vesting period

When setting the fiscal 2024 goals for the annual cash incentive opportunity and PSUs, the Committee considered
the overlap of total revenue as a performance metric in both programs to be appropriate. Total revenue is a key
metric indicator of Autodesk’s success, and the Committee believes it is important to incentivize performance in boththe short-term and long-term timeframes by using this as a metric in both our annual and long-term plans, withmultiple measurement periods. The use of non-GAAP income from operations in our annual cash incentive and free
cash flow as well as relative TSR over one-, two-, and three-year performance periods against market indices as amodifier for the PSUs further differentiates the short- and long-term incentives and aligns those awards with theachievement of Autodesk’s strategic goals and the long-term interests of our stockholders.

2024 Proxy Statement | 33

Base Salary
Base salary is used to provide our executive officers with a competitive amount of fixed annual cash compensation.
The Committee views base salary as a reliable source of income for the executive officers and an important
recruiting and retention tool. The Committee sets base salaries at a competitive level that recognizes the scope,
responsibility, and skills required of each position, as well as market conditions and internal pay alignment.
As part of the annual review of base salaries, the Committee reviews a competitive benchmarking analyses for each
executive role, and an assessment of each executive officer’s experience, skills, responsibilities, and performancelevel. For fiscal year 2024, after taking account of the above considerations, the Committee determined to hold Dr.
Anagnost’s base salary flat, and otherwise made salary adjustments for our NEOs as shown in the table below. The
Committee set Ms. Pearce’s base salary at the lower end of the competitive range last year because she was newly
promoted to the Chief People Officer’s role. Given her accomplishments over the past year, the Committee adjusted
her base salary to a position which more appropriately reflects her skills, experience and performance, and that
better aligns with peer practices.
Named Executive Officer

Andrew Anagnost
Deborah L. Clifford
Steven M. Blum
Ruth Ann Keene
Rebecca Pearce (1)Fiscal Year 2023 Base
SalaryFiscal Year 2024 Base
Salary$1,040,000$625,000$700,000$530,000$381,300$1,040,000$650,000$700,000$540,000$482,684% Change Compared toPrior Fiscal Year

—%
4%
—%
2%
27 %

_____________(1) Ms. Pearce’s base salary is paid in British Pounds. The amounts represent the approximate dollar value of her base salaryconverted to U.S. dollars using the British Pound to dollar exchange rates of 1.23 and 1.25, which represent an average forfiscal years 2023 and 2024, respectively.

Annual Short-Term Incentive Compensation
At the beginning of each fiscal year, the Committee establishes target award opportunities, payout metrics, andperformance targets for the Autodesk, Inc., Executive Incentive Plan (“EIP”). This annual cash incentive is intended
to motivate and reward participants for achieving company-wide annual financial and non-financial objectives aswell as individual objectives.

Target Award Opportunities and Fiscal Year 2024 Executive Incentive Plan
The Committee sets the target annual cash incentive award opportunity for each eligible executive officer based oncompetitive assessments, the executive’s particular role, and internal alignment considerations. These target
opportunities are expressed as a percentage of the NEO’s annual base salary. Based on its review of these factors,
the Committee maintained the CEO’s target annual incentive opportunity at 150% of his annual base salary forfiscal year 2024. The Committee increased other NEOs’ target opportunities from 75% to 80% of their annual basesalaries for fiscal year 2024. An NEO may receive an earned award that is greater or less than the target award
opportunity, depending upon Autodesk’s and the NEO’s performance.
In fiscal year 2024, bonus awards for each of our NEOs were funded under the EIP program. At the beginning of the
fiscal year, the Committee established funding performance thresholds, which, if achieved, would establish the
maximum fiscal year 2024 EIP funding at 200% of target. For fiscal year 2024, the Committee selected total
revenue, non-GAAP income from operations, and absolute TSR as the funding metrics. Autodesk’s fiscal year 2024
performance exceeded the funding threshold, resulting in the maximum bonus award funding for each executive.
The Committee then exercised its negative discretion to reduce the actual bonus award for each of the participants
based on pre-established performance measures, as described below.

34 | AUTODESK, INC.

Company Performance Measures and Performance
At the beginning of fiscal year 2024, the Committee approved fiscal year 2024 EIP performance measures to alignour CEO’s and other NEOs’ bonus opportunities with our strategic priorities and key drivers of success. In its
exercise of negative discretion, the Committee considered the performance attained versus the pre-establishedperformance targets to determine payouts. For our CEO and other NEOs, the Committee assessed theperformance of Autodesk against targets set at the beginning of the fiscal year based on the criteria below; the final
award could range from 0% to 200% of the target award. This calculation yielded a bonus payout of 96.9% of target,
as shown below:
Weighting

Actual(millions)Target(millions)

Performance
Attainment %Funding

Weighted EIP
Funding %Total Revenue

60%$5,497$5,532

99.4%

96.8%

58.1%

Non-GAAP Income from Operations

40%$1,962$1,991

98.5%

97.0%

38.8%

Total

100%

Performance Metric (1)96.9%_________________(1) Consistent with our EIP administrative guidelines, the fiscal year 2024 total revenue and non-GAAP income from operations
results were not adjusted for acquired entities.

Based on the level of achievement of the EIP program performance objectives, in March 2024 the Committee
approved short-term incentive awards for the NEOs as shown below:
Short-Term Incentive
Target as a
Percentage ofBase Salary

Short-Term Incentive
Target (1)Short-Term Incentive
PayoutShort-Term
Incentive Payout asa Percentage ofTargetAndrew Anagnost

150%$1,560,000$1,511,640

96.9%

Deborah L. Clifford

80%$516,767$500,747

96.9%

Steven M. Blum
Ruth Ann Keene

80%$560,000$542,640

96.9%

80%

$430,707$417,355

96.9%

Rebecca Pearce

80%$372,798$361,241

96.9%

Named Executive Officer_________________(1) Short-term incentive target amounts are based on actual salary earnings during FY24, which may differ from approved FY24
salaries due to the effective date of salary increases.

Fiscal Year 2025 Short-Term Incentive Compensation
In fiscal year 2025, the bonus awards for each of our NEOs will continue to be determined under the Autodesk, Inc.
Executive Incentive Plan. Near the beginning of the fiscal year, the Committee approved the continuation of total
revenue, non-GAAP income from operations, and absolute TSR as the threshold funding metrics. If the funding
metrics are achieved, in its exercise of discretion, the Committee will consider Autodesk’s performance attainment
versus pre-established targets to determine payouts against total revenue and non-GAAP income from operations,which have been retained as the performance metrics for the ultimate determination of bonus payments, with thefollowing weighting:
Performance Metric

WeightingTotal Revenue

60%

Non-GAAP Income from Operations

40%

The Committee believes that the metrics selected for the fiscal year 2025 EIP will align our incentives with key
drivers of success. The final awards for our NEOs could range from 0% to 200% of target, depending on theperformance achieved. In selecting total revenue and non-GAAP income from operations, the Committee also
considered stockholder feedback in support of simplicity, metrics that reflect our evolved business model, and focus
on profitability, as well as the practices of our peer companies. The Committee continuously assesses ourcompensation program structure and metrics to respond to business needs, industry practices, and the talentmarket.

2024 Proxy Statement | 35

Long-Term Incentive Compensation
Autodesk uses long-term incentive compensation in the form of equity awards to align executive pay opportunities
with stockholder value creation and to motivate and reward executive officers for effectively executing longer-term
strategic and operational objectives.

Fiscal Year 2024 Annual Long-Term Equity Awards
During fiscal year 2024, the Committee approved annual equity awards in the form of PSUs and restricted stock
units (“RSUs”) for our NEOs. The Committee elected to continue to use a mix of 60% PSUs and 40% RSUs foreach of our NEOs, including our CEO, to complement the performance aspects of PSUs with the long-term
retention element of RSUs.
In arriving at the value of PSUs and RSUs to award each executive officer in fiscal year 2024, the Committee
considered Autodesk’s performance in fiscal year 2023, competitive market data for the executive’s position,
historical grants, unvested equity, individual performance of the executive, ESG performance and internal payalignment.
For fiscal year 2024, we added more structure to our approach to linking ESG to NEO long-term incentive awards.
As part of this effort, we defined quantitative and qualitative measures that leaders were assessed against to informthe CEO’s recommendations to the Committee for the other NEOs and the Committee’s determination of the final
awards for all NEOs. These metrics focus on diversity and belonging (D&B) and environmental sustainability,
including:

•
•
•
•

Employee belonging and engagement outcomes
Turnover rates and representation of women and people of color
Achievement of decarbonization, greenhouse gas neutralization, and renewable energy goals
Executive involvement in and support of employee groups, external organizations, and other efforts that
promote diversity, belonging, and environmental sustainability

Only when we significantly exceed our ESG goals or fail to achieve these metrics are long-term incentive awards
adjusted upward or downward. For fiscal year 2024, the CEO and Committee concluded that the leadership team’s
performance aligned with expectations for progress on ESG initiatives and therefore adjustments to NEO’s longterm incentive awards were not warranted.
As a result of this analysis, the following equity awards were approved in fiscal year 2024:
Target Value of PSU and RSU
Award

Target PSU Award (#) (1)Andrew Anagnost$20,400,000

61,12940,753

Deborah L. Clifford$6,000,000

17,97911,986

Steven M. Blum

$7,500,000

22,474

14,982

Ruth Ann Keene$3,800,000

11,386

7,591

Rebecca Pearce$3,800,000

11,386

7,591

Named Executive Officer

RSU Award (#) (1)_________________(1) Number of shares determined by the weighting of PSUs and RSUs and the average closing stock price over the last 20
trading days prior to the date of grant.

36 | AUTODESK, INC.

PSU Awards
Our current PSU design was adopted following extensive stockholder outreach and incorporates a number offeatures our stockholders have identified as being most important, including multiple performance metrics, TSR
relative to peers, and multi-year relative TSR measurement periods.
The PSU awards provide for a minimum, target, and maximum number of shares to be earned based uponpredetermined performance criteria.
•

For fiscal year 2024 awards, PSU vesting will be based on achievement of performance goals adopted by
the Committee (“Performance Results”) and Autodesk’s TSR compared against companies in the S&P
North American Technology Software Index with a market capitalization over $2 billion (“Relative TSR”) overone-, two-, and three-year performance periods.

•

In fiscal year 2024, we measured Performance Results based on total revenue and free cash flow. To createa more predictable cash flow and align with industry standards for subscription business, Autodesk
transitioned from up-front to annual billing for multi-year contracts in fiscal year 2024 with an understandingthat this transition would create a significant headwind for free cash flow that fiscal year which would abate
in fiscal year 2025. As a result, the free cash flow target was set at a level which was lower than fiscal year
2023.

•

The use of multiple goals motivates management to drive Autodesk’s growth as well as focus on
fundamental metrics used by investors to assess our performance. Combining a one-year financial
performance period with one-, two-, and three-year Relative TSR performance periods provides a balanceof short- and long-term focus, ensures sufficient line of sight and aligns stockholder interests.

Performance Results for the relevant performance period could result in PSU attainment of 0% to 150% of target.
Once the Performance Results percentage is established, it is multiplied by a percentage ranging from 67% to133%, depending on Autodesk’s Relative TSR for the period. The combined impact of these performance criteria isthat PSUs could be earned from 0% to 200% of target. The chart below illustrates the attainment mechanics for the
PSUs approved in fiscal year 2024.
Fiscal Year 2024
(First PSU Tranche)

Fiscal Year 2025
(Second PSU Tranche)

Fiscal Year 2026
(Third PSU Tranche)

Fiscal Year 2024 Target SharesFiscal Year 2025 Target SharesFiscal Year 2026 Target SharesMultiplied by:Multiplied by:Multiplied by:

Fiscal Year 2024 Financial
Performance

Fiscal Year 2025 Financial
Performance

Fiscal Year 2026 Financial
Performance(0%-150% of Target)(0%-150% of Target)(0%-150% of Target)

Multiplied by:Multiplied by:Multiplied by:

Fiscal Year 2023-2024 Relative
TSR

Fiscal Year 2023-2025 Relative
TSR

Fiscal Year 2023-2026 Relative
TSR(+/- 33%)(+/- 33%)(+/- 33%)

An executive who has received PSU grants in three successive years will have a portion of the total PSU shares
vesting in the third year based on each of 3-year, 2-year and 1-year Relative TSR (see “Vesting of PSUs” below for
an illustration of this cumulative effect of multiple PSU grants).

Vesting of PSUs in 2024
In March 2024, the Committee reviewed and certified the attainment levels for performance measures for the third
tranche of PSUs awarded in April 2021, the second tranche of PSUs awarded in April 2022, and the first tranche of
PSUs awarded in April 2023. For each award, the Committee certified the following performance:

2024 Proxy Statement | 37

Weighting

Actual(in millions)Target(in millions)

Performance
Attainment %Funding

Weighted
Funding

Total Revenue

60%$5,497$5,532

99.4%

96.8%

58.1%

Free Cash Flow
Total

40%
100%

$1,282$1,300

98.6%

98.6%

39.4%
97.5%

Performance Metric (1)_________________(1) Consistent with administrative guidelines for PSUs, the fiscal year 2024 total revenue and free cash flow results were notadjusted for acquired entities.

Autodesk’s Relative TSR was based on:
Performance Period

Autodesk TSR (1)Percentile Rank (2)Payout Multiplier-14%

41st Percentile

88%

Fiscal Year 2022 - Fiscal Year 2024th

Fiscal Year 2023 - Fiscal Year 2024

5%48 Percentile

98%

Fiscal Year 2024

18%

32nd Percentile77%_________________(1) Based on the 31-day average closing stock price (+/- 15 days) at the beginning of each period and the end of fiscal year2024.
(2) Relative TSR was measured against companies in the S&P North American Technology Software Index with a market
capitalization over $2 billion.

The combination of financial attainment and Relative TSR results yielded the following PSU vesting in fiscal year
2024:
April 2021
3rd Tranche of
Fiscal Year 2022
Award

:

April 2022
2nd Tranche of
Fiscal Year 2023
Award

:

April 2023
1st Tranche of
Fiscal Year 2024
Award

:

Fiscal Year 2024
Financial
Goal Funding
97.5%

X

Fiscal Year 2022 Fiscal Year 2024
Relative TSR
88%=

Percent of PSU Target
Award
86%

X

Fiscal Year 2023 Fiscal Year 2024
Relative TSR
98%=

Percent of PSU Target
Award
96%

X

Fiscal Year 2024
Relative TSR
77%=

Percent of PSU Target
Award
75%

April 2022 Award
2nd Tranche
TargetActualNumber of
Number of
PSUs
PSUs Earned

April 2023 Award
1st Tranche
TargetActualNumber of
Number of
PSUs
PSUs Earned

Based on this performance, the PSU awards were earned as follows:

Named Executive Officer

April 2021 Award
3rd Tranche
TargetActualNumber of
Number of
PSUs
PSUs Earned

Andrew Anagnost

11,757

10,111

17,047

16,365

20,377

15,282

Deborah L. Clifford

3,057

2,629

4,762

4,571

5,993

4,494

Steven M. Blum
Ruth Ann Keene

2,912

2,504

5,809

5,576

7,492

5,619

N/A

N/A

3,333

3,199

3,796

2,847

Rebecca Pearce

364

313

2,935

2,817

3,796

2,847

38 | AUTODESK, INC.

RSU Awards
RSUs are a typical long-term incentive offered among our peers and in general industry, and these awards help us
recruit and retain executives in a competitive environment and provide further incentive to focus on longer-term
stockholder value creation. In April 2023, our NEOs received time-based RSU awards which vest in three equal
annual installments, beginning in March 2024.

Fiscal Year 2025 Equity Awards
For fiscal year 2025, the Committee elected to grant our NEOs 60% of their annual equity in PSUs and 40% in
RSUs to align their compensation with Company performance. The fiscal year 2025 PSU awards are structured in
the same manner as the fiscal year 2024 PSU awards. The Company’s financial performance will continue to bemeasured based on the following metrics:
Performance Metric

NEO Weighting

Total Revenue

60%

Free Cash Flow40%

The Committee selected total revenue and free cash flow as the fiscal year 2025 PSU performance metrics to alignour executives' incentives with these key drivers of stockholder value. The Committee determined the overlap of
total revenue in the short-term incentive and the PSUs to be appropriate in light of the importance of this goal, theuse of different second metrics in the two incentives, and the use of relative TSR modifiers for the PSUs. In fiscal
year 2025, the Committee also considered progress and outcomes on diversity and belong (D&B) andenvironmental sustainability when determining long-term incentive awards for NEOs.
The financial performance results will continue to be adjusted based on Autodesk’s Relative TSR over one-, two-,and three-year performance periods with a relative TSR modifier range of 67% to 133%. The payout of the PSUs
will continue to range from 0% to 200% of target.

Executive Benefits
Welfare and Other Employee Benefits
Benefits provided to our executive officers are generally the same as those provided to all other eligible Autodesk
employees. In the United States, these benefits include medical, dental, and vision insurance, 401(k) retirement
plan with company matching contributions, an employee stock purchase plan, health and dependent care flexible
spending accounts, short-term disability salary continuation, long-term disability insurance, accidental death anddismemberment insurance, basic life insurance coverage, and various paid time off and leave programs.
Ms. Pearce is based in the UK and is eligible to participate in the local employee benefit plans made available to
UK-based employees, including an employer pension scheme.

Perquisites and Other Personal Benefits
Autodesk does not, as a general practice, provide material benefits or special considerations to our executive
officers that are not provided to other employees. However, from time to time, when deemed appropriate by theCommittee, certain executive officers receive perquisites and other personal benefits that are competitively prudent
or otherwise in Autodesk’s best interest.

Employment Agreement and Post-Employment Compensation
Employment Agreement with CEO
The terms and conditions of Dr. Anagnost’s employment are set forth in his amended employment agreement,
which defines the respective rights of Autodesk and Dr. Anagnost. This agreement provides general protection for2024 Proxy Statement | 39

Dr. Anagnost in the event of termination without cause or resignation for good reason and has been a valuable tool
to incentivize Dr. Anagnost to become our CEO and to retain his services. We believe the protections afforded to our
CEO in the event of a change in control promote continuity by helping our CEO maintain focus and dedication toenhance stockholder value. Details of the agreement with Dr. Anagnost can be found beginning on page 56.

Severance Plan
During fiscal year 2019, the Committee adopted the Autodesk, Inc. Severance Plan to establish standard executive
severance terms that are competitive with our talent competitors and minimize the need to negotiate individualized
executive severance terms in the future. Each of our NEOs (other than our CEO), as well as certain other senior
executives, is a participant in the plan. If a participant’s employment is terminated without cause, or if a participant
terminates his or her employment for good reason, then, in addition to payment of accrued base salary and vacation
and any previously awarded but unpaid bonus, the participant is eligible to receive the following benefits:•

a lump-sum payment equal to the sum of (a) 1.5 times the participant’s base pay in effect on the date of
termination and (b) 1.5 times the participant’s target annual cash bonus incentive amount under our annual
cash bonus incentive plan applicable to the participant in effect the date of termination (for Rebecca Pearcesuch lump-sum payment would be inclusive of any severance or payment received during or in relation to her
notice period);•

accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant
remained continuously employed by Autodesk for an additional 12 months following the termination;•

continued vesting of the participant’s PSUs that would have become vested had the participant remained
continuously employed by Autodesk for an additional 12 months following the termination, based on the extent
to which the underlying performance criteria, with respect to such awards, are satisfied for such performance
period;•a lump-sum payment in an amount equal to 12 times the monthly premium that the participant would be
required to pay to continue his or her group health coverage if the participant had made a timely election under
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (for Rebecca Pearcesuch payment is not applicable); and•Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement
service program or arrangements for 18 months immediately following the date of termination.

In March 2021, we amended the Severance Plan to provide similar benefits as those set forth above to participants
who voluntarily terminate employment for qualified retirement. However, in the case of qualified retirement,
participants will receive a dollar amount that is equivalent to 18 times monthly COBRA premium and they will not be
eligible for outplacement services. All payments and other benefits under the Autodesk, Inc. Severance Plan are
subject to applicable withholding obligations, the participant’s release of all claims, compliance with certain
confidentiality covenants and, in circumstances other than a qualified retirement, non-disparagement and nonsolicitation covenants.
Estimates of the potential payments and benefits payable in the event of a termination of employment under the
Severance Plan are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, andEmployment Agreement” below. We intend to enter into a confirmatory employment letter with Ms. Pearce which will
confirm the terms and conditions of her executive severance terms, as well change in control terms discussed in thenext section.

Change in Control Program
To ensure the continued service of key executive officers in the event of a potential change in control of Autodesk,
the Board has adopted the Autodesk, Inc. Executive Change in Control Program. Each of our NEOs, among other
employees, is a participant in the program. The payments and benefits available under this program are designed toencourage the continued services of the NEOs in the event of a potential change in control of Autodesk and to allow
for a smooth leadership transition thereafter. Further, these arrangements are intended to provide incentives to theNEOs to execute strategic initiatives that are aligned with stockholder value creation, even if these initiatives may
result in the elimination of an NEO’s position.

40 | AUTODESK, INC.

The Executive Change in Control Program provides continuity in the event of a change in control transaction, which
is designed to enhance stockholder value further. Payment and benefits under the Executive Change in Control
Program are provided only in the event of a qualifying termination of employment following a change in control(“double trigger”). Autodesk does not offer tax reimbursement or “gross-up” payments under the Executive Change
in Control Program.
The material terms and conditions of the Executive Change in Control Program, as well as an estimate of thepotential payments and benefits payable in the event of a termination of employment in connection with a change incontrol of Autodesk, are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements,
and Employment Agreement” below.

Retirement Provisions in RSU and PSU Agreements
To ensure the continued long-term service of key executive officers through an orderly retirement, the Board has
adopted retirement provisions in RSU and PSU agreements entered into with executive officers starting in March
2019. Each of our NEOs, among other employees, is eligible to participate in the program. The retirement benefit
available under this program is limited to partial continued vesting of outstanding RSUs and PSUs following aqualified retirement and is designed to encourage the continued long-term services of the NEOs and to allow for asmooth leadership transition upon their retirement. Under the retirement provisions in RSU and PSU agreements,
continued vesting is provided only in the event of a qualifying retirement.
The material terms and conditions of the retirement provisions, as well as an estimate of the potential benefit
payable in the event of a qualifying retirement, are set forth in “Change-in-Control Arrangements, Severance Plan,
Retirement Arrangements, and Employment Agreement” below.

Mandatory Stock Ownership Guidelines
The Board believes that stock ownership by our executive officers is important to promote a long-term perspective
and align the interests of our executive officers with those of our stockholders. We have adopted mandatory stock
ownership guidelines for our executive officers, which require each executive officer to hold shares of Autodesk’scommon stock equivalent in value to a multiple of his or her base salary. This is intended to create clear guidelinesthat tie a portion of the executive officer’s net worth to the performance of Autodesk’s stock price. The current stock
ownership guidelines are as follows:
Multiple of Base Salary

CEO

Other Senior Executives

6.0 times

3.0 times

Executive officers have four years from their hire or promotion to a position subject to a higher ownership thresholdto satisfy the required level of stock ownership. For purposes of satisfying the required stock ownership level,
shares of common stock subject to outstanding RSU awards are counted as shares owned, but outstanding PSUs
are not counted until the shares underlying these awards have been fully earned based on performance. The Board
reviews progress against these guidelines and requirements annually and updates them as appropriate. As of themost recent review of attainment, each of our NEOs satisfied the ownership guidelines.

Clawback Policy
On December 1, 2023, our Board adopted a clawback policy that complies with the updated Nasdaq listing
standards that implement the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection
Act relating to the recovery of excess incentive-based compensation from current and former executive offers in theevent of an accounting restatement, whether or not the executive officer was at fault for the restatement. The
clawback policy applies to our executive officers (as defined under the applicable SEC rules). This policy applies toall incentive-based compensation (as such term is defined under the new SEC rules), which includes performancebased awards granted under our equity incentive plan and the cash bonus payments under the annual cash
incentive plan in which our executive officers participate.
In addition to the adoption of the new clawback policy, our Board previously adopted a clawback policy, which is stillin effect, which allows for an executive officer’s cash incentive-based compensation to be recovered at the2024 Proxy Statement | 41

discretion of the Board if that officer has engaged in fraudulent or other intentional misconduct and the misconduct
caused a material restatement of our financial statements.

Derivatives Trading and Anti-Hedging and Pledging Policy
Our insider trading policy prohibits executive officers, members of the Board, and all other employees from trading
derivative securities related to Autodesk’s stock or engaging in short sales or other short-position transactions inshares of our stock. This policy does not restrict ownership of company-granted awards, such as options topurchase shares of our common stock or PSU or RSU awards, which have been granted by the Committee. The
policy also prohibits all employees, including our executive officers, and members of the Board, from hedging
Autodesk stock, holding it in a margin account, or otherwise pledging Autodesk securities.

Equity Award Grant Policy
The Committee approves all equity awards granted to the executive officers. Approval of the equity awards for the
executive officers generally occurs at the Committee’s regularly scheduled quarterly meeting for the first quarter of
each year, although on occasion the Committee has approved new-hire, retention, or promotion grants outside ofthat cycle.

Effective Risk Management
Each year, the Committee evaluates Autodesk’s compensation-related risk profile. The Committee has concluded
that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on
Autodesk.

Regulatory Considerations and Practices
Autodesk continuously reviews and evaluates the impact of tax laws, accounting practices and related
interpretations on the executive compensation program. For example, the Committee considers Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), which results inrecognition of compensation expense for share-based payment awards, and Section 409A of the Code, which
affects deferred compensation arrangements, as it evaluates, structures, and implements changes to the program.

Deductibility Limitation
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive
officers to $1 million per year. The Committee has and will continue to consider Section 162(m) in establishingcompensation of our executives but also considers other factors and business needs. Interpretations of andchanges in applicable tax laws and regulations as well as other factors beyond our control also can affectdeductibility of compensation. For these and other reasons, the Committee has determined that it will notnecessarily seek to limit executive compensation to the amount that is deductible under Section 162(m) of theCode.

Taxation of Deferred Compensation
Section 409A of the Code imposes significant additional taxes in the event an executive officer, director, or service
provider receives “deferred compensation” that does not satisfy the restrictive conditions of the provision. Section
409A applies to a wide range of compensation arrangements, including traditional non-qualified deferredcompensation plans, certain equity awards, and separation arrangements. To assist employees with avoiding
additional taxes under Section 409A, Autodesk has structured equity awards in a manner intended to be exempt
from or comply with the applicable Section 409A conditions.

42 | AUTODESK, INC.

Taxation of “Golden Parachute” Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity
interests and certain other service providers may be subject to an excise tax if, in connection with a change incontrol, they receive payments or benefits that exceed certain prescribed limits. In addition, the relevant company ora successor may forfeit a deduction on the amounts subject to this additional tax. Autodesk did not provide any
executive officer with a “gross-up” or other reimbursement payment for any tax liability the executive might owe as aresult of the application of Sections 280G or 4999 during fiscal year 2024. In addition, Autodesk has not agreed andis not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement or to otherwise
address the application of Sections 280G or 4999 in connection with payments or benefits arising from a change incontrol.

Accounting for Stock-Based Compensation
Autodesk follows Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation awards. ASC
Topic 718 requires Autodesk to measure the compensation expense for all share-based payment awards made to
employees (including executive officers) and members of the Board, including options to purchase shares ofcommon stock, based on the grant date “fair value” of these awards. Fair value is calculated for accounting
purposes and reported in the compensation tables below, even though the executive officers and directors may
never realize any value from their awards. ASC Topic 718 also requires Autodesk to recognize the compensation
cost of these share-based payment awards in the income statements over the period that an employee or director isrequired to render service in exchange for the stock option or other award.

Compensation Committee Report
The Compensation and Human Resources Committee of the Board of Directors, which is composed solely of
independent members of the Board of Directors, assists the Board in fulfilling its responsibilities regarding
compensation matters and, pursuant to its charter, is responsible for determining the compensation of Autodesk’s
executive officers. The Compensation and Human Resources Committee has reviewed and discussed theCompensation Discussion and Analysis included in this Proxy Statement with management. Based on this review
and discussion, the Compensation and Human Resources Committee has recommended to the Board of Directorsthat the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS*Mary T. McDowell, Chair
Reid French
Rami Rahim* Mr. French was a member of the Compensation and Human Resources Committee at the time the Compensationand Human Resources Committee made the above recommendation to the Board. On June 12, 2024, Mr. French
resigned from the Compensation and Human Resources Committee and Mr. Irving was appointed a member of theCompensation and Human Resources Committee.

2024 Proxy Statement | 43

Summary Compensation Table
The Summary Compensation Table below presents information concerning the total compensation of our named
executive officers for fiscal years 2024, 2023 and 2022.

Named Executive Officer
and Principal Position

FiscalYear

Salary($)

Andrew Anagnost
President and Chief Executive
Officer (5)Deborah L. Clifford
Former Executive Vice President
and Chief Financial Officer;
Current Chief Strategy Officer (6)Steven M. Blum
Executive Vice President andChief Operating Officer (7)Ruth Ann Keene
Executive Vice President
Corporate Affairs, Chief Legal
Officer and Corporate Secretary(8)
Rebecca Pearce
Executive Vice President andChief People Officer (9)2024 1,046,066
2023 1,040,416
2022 1,000,452
2024
649,4612023
626,318
2022
2024
2023
2022
2024
2023

540,247704,005
704,586
610,909541,473
536,9822024
2023

465,521371,859

Non-Equity
Incentive
Plan
Compensation($) (3)All Other
Compensation($) (4)Bonus($) (1)

StockAwards($) (2)————
91,233

17,938,989
16,494,632
21,095,069
5,144,374
3,781,422

1,511,640——
500,747—

153,256
65,704—
77,99669,44920,649,951
17,600,752
22,095,521
6,372,578
4,568,422————

9,943,056
6,223,689
7,363,064
6,140,367
2,951,566
2,324,237

420,300
542,640——
417,355—

156,41192,992—55,354
59,977

10,903,603
7,626,745
8,160,642
6,751,276
3,965,748
2,921,196

2,936,488
2,040,421

361,241—

81,024
151,6143,844,274
2,563,894

—

Total
($)

_____________(1) Represents payments made to our named executive officers for amounts that relate to: signing bonuses and payments
made in recognition of years of service as part of an Autodesk company-wide program.
(2) Amounts consist of the aggregate grant date value for PSU and RSU awards computed in accordance with FASB ASC Topic
718, based on target levels of achievement (the probable outcome at grant) in the case of PSUs and does not reflect actual
amounts earned. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of
Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filedon June 10, 2024. The maximum value of PSU awards generally is capped at 200% of target for fiscal year 2022 throughfiscal year 2024. The maximum values for PSU awards granted in fiscal year 2024 are as follows: Dr. Anagnost:$19,728,378; Ms. Clifford: $5,538,935; Mr. Blum: $6,510,311; Ms. Keene: $2,894,970, and Ms. Pearce: $2,864,814. Actual
PSU awards earned in fiscal year 2024 by the named executive officers are shown in “Long-Term Incentive Compensation"in the Compensation Discussion and Analysis. Amounts also include grant date for value for PSUs issued pursuant to thebonus to equity exchange program discussed in “Annual Short-Term Incentive Compensation” in the Compensation
Discussion and Analysis.
(3) Represents amounts earned for services performed during the relevant fiscal year pursuant to our short-term cash incentive
plan (“EIP”) for all executive officers shown. The amounts shown reflect the total cash amounts awarded under the EIP,
which are payable in the first quarter of the following fiscal year.
(4) Represents all other compensation for the relevant fiscal year not reported in the previous columns, authorized familial travelin connection with business trips, Autodesk’s matching contributions to pre-tax savings plans, Autodesk’s donation matching,insurance premiums, personal gifts and related tax gross ups. Generally, unless the items included in this category exceed
the greater of $25,000 or 10% of the total amount of perquisites received by a given named executive officer, individual
perquisites are not separately identified and quantified.
(5) Dr. Anagnost's other compensation for fiscal 2024 includes $71,805 authorized executive and spouse travel in connection
with a business trip and tax gross-ups of $70,825 for certain perquisites.
(6) Ms. Clifford’s other compensation for fiscal 2024 includes $33,681 authorized executive and spouse travel in connection witha business trip and tax gross-ups of $33,326 for certain perquisites.
(7) Mr. Blum’s other compensation for fiscal 2024 includes $84,350 authorized executive and spouse travel in connection withbusiness trips and tax gross-ups of $55,485 for certain perquisites.
(8) Ms. Keene’s other compensation for fiscal 2024 includes $22,279 authorized executive and spouse travel in connection witha business trip and tax gross-ups of $22,113 for certain perquisites. Ms. Keene was not a named executive officer during
fiscal 2022.

44 | AUTODESK, INC.

(9) Ms. Pearce’s salary and other compensation are paid or provided in British Pounds. The amounts represent the approximate
dollar value of her base salary converted to U.S. dollars using the British Pound to dollar exchange rates of 1.23 and 1.25,
which represent an average for fiscal years 2023 and 2024, respectively. Ms. Pearce’s other compensation for fiscal 2024
includes $46,552 for employer contributions to UK pension plan. Ms. Pearce’s other compensation for fiscal 2024 also
includes a car allowance and health insurance premiums. Ms. Pearce was not a named executive officer during fiscal 2022.

Grants of Plan-Based Awards in Fiscal Year 2024
Grants of plan-based awards reflect grants made to our named executive officers under our non-equity incentive
plans and equity compensation plans during fiscal year 2024. The following tables include potential threshold,target, and maximum amounts payable under our EIP for performance during fiscal year 2024, and do not constitutecompensation on top of the amounts included in the Summary Compensation Table. However, these amounts do
not reflect amounts actually earned for fiscal year 2024. The following table also includes amounts relating to PSUs
and RSUs issued under our 2012 Stock Plan and 2022 Equity Incentive Plan. See “Annual Short-Term Incentive
Compensation" and “Long-Term Incentive Compensation" in the Compensation Discussion and Analysis for actual
amounts earned in fiscal year 2024 by the named executive officers and further discussion of plan-based and otherawards.
The following tables present information concerning grants of plan-based awards to each of the named executive
officers during fiscal year 2024:
Estimated Future Payouts Under NonEquity Incentive Plan Awards (2)Named
Executive
OfficerAndrewAnagnost

Deborah L.
Clifford

Steve M.
Blum

Ruth Ann
Keene

Rebecca
Pearce (6)

Award
Type

Grant
Date (1)

EIP
RSU
PSU
PSU
PSU
EIP
RSU
PSU
PSU
PSU
EIP
RSU
PSU
PSU
PSU
EIP
RSU
PSU
PSU
EIP
RSU
PSU
PSU
PSU

Estimated Future Payouts Under
Equity Incentive Plan Awards (3)All Other
StockAwards:Number of
Shares ofStock(#)(4)

Threshold($)

Target ($)

Maximum($)

Threshold(#)

Target(#)

Maximum(#)—
4/10/2023
4/10/2023
4/10/2023
4/10/2023—
4/10/2023
4/10/2023
4/10/2023
4/10/2023—
4/10/2023
4/10/2023
4/10/2023
4/10/2023
—

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

1,560,000————
516,767————
560,000————
430,7072,080,000————
1,291,918————
1,400,000————
1,076,768

—

—

—

—

—
—
—
—
—
—
—
—

—
11,757
17,047
20,377
—
—
3,057
4,762
5,993
—
—
2,912
5,809
7,492
—

—
23,51434,09440,754
—
—
6,114
9,524
11,986——
5,824
11,61814,984—40,753————
11,986——

4/10/2023
4/10/2023
4/10/2023—
4/10/2023
4/10/2023
4/10/2023
4/10/2023

—
—
—
—
—
—
—
—

—
—
—
372,798
—
—
—
—

—
—
—
931,996
—
—
—
—

—
—

—
3,333
3,796
—
—
364
2,935
3,796

—
6,666
7,592
—
—
728
5,870
7,592

7,591
—

—
—
—
—
—
—

—
—
—
—
—

—
14,982
—
—
—
—

—
7,591
—
—

Grant Date
Fair Valueof StockAwards ($)(5)—
8,074,799
2,275,567
3,663,400
3,925,222—
2,374,906
591,682
1,023,354
1,154,432—
2,968,533
563,618
1,248,354
1,443,184—
1,504,081
716,262
731,223—
1,504,081
70,452630,732
731,223_____________(1) Reflects the date on which the Committee approved the grant of an equity award or, if later in the case of a PSU award, thedate on which the Committee established the performance metric underlying such award or a component thereof.
(2) Reflects target and maximum dollar amounts payable under the EIP for performance during fiscal year 2024, as described in“Compensation Discussion and Analysis—Principal Elements of the Executive Compensation Program.” “Threshold” refers
to the minimum amount payable for a certain level of performance; “Target” refers to the amount payable if specified
performance targets are reached; and “Maximum” refers to the maximum payout possible.
(3) Except as described below, represents shares of our common stock subject to each of the PSU awards granted to thenamed executive officers in fiscal year 2024 under both the 2012 Stock Plan and 2022 Equity Incentive Plan. These

2024 Proxy Statement | 45

columns show the awards that were possible at the threshold, target, and maximum levels of performance. Shares were tobe earned based upon a total revenue and free cash flow goal for fiscal year 2024 adopted by the Committee (the “Annual
Financial Results”), as well as TSR compared against the companies in the S&P Computer Software Select Index or the
S&P North American Technology Software Index with a market capitalization over $2 billion (“Relative TSR”). In each case,
Annual Financial Results for the relevant performance period could result in PSU attainment, subject to the Relative TSR
modifier, of 0%-150% of target. Once the Annual Financial Results percentage is established, it is multiplied by a percentage
ranging from 67%-133%, depending on Autodesk's Relative TSR performance for the period. Ultimately, PSUs could be
earned from 0%-200% of target. Actual PSU awards earned in fiscal year 2024 by the named executive officers under thisprogram are shown in “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis.
(4) RSUs granted on April 10, 2023 vest in three equal annual installments beginning on March 26, 2024.
(5) Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forthin Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in
our Annual Report on Form 10-K filed on June 10, 2024. These amounts do not correspond to the actual value that will be
realized by the named executive officers upon the vesting of RSUs or the sale of the common stock underlying such awards.
(6) Ms. Pearce’s base salary is paid in British Pounds. The amounts in the last row represent the approximate dollar value ofher target and maximum dollar amounts payable under the EIP for performance during fiscal year 2024 using her basesalary converted to U.S. dollars using the British Pound to dollar exchange rate of 1.25, which represent an average forfiscal year 2024.

46 | AUTODESK, INC.

Outstanding Equity Awards at Fiscal Year 2024 Year End
The following table presents information concerning outstanding unvested RSU and PSU awards for each named
executive officer as of January 31, 2024. This table includes RSUs and PSUs granted under the 2012 and 2022
Stock Plans. Unless otherwise indicated, all RSU awards vest in three equal annual installments beginning on thefirst anniversary of the date of grant.

Named Executive Officer

Andrew Anagnost

Deborah L. Clifford

Steven M. Blum

Ruth Ann Keene

Rebecca Pearce

Grant
Date

4/10/2021
4/10/2021
4/10/2022
4/10/2022
4/10/2023
4/10/2023
4/10/2021
4/10/2021
4/10/2022
4/10/2022
4/10/2023
4/10/2023
4/10/2021
4/10/2021
4/10/2022
2/1/2022
4/10/2022
4/10/2023
4/10/2023
1/27/2022
4/10/2022
4/10/2022
4/10/2023
4/10/2023
4/10/2021
4/10/2021
1/4/2022
4/10/2022
4/10/2022
4/10/2023
4/10/2023

Stock Awards
Number of Shares ofMarket Value of Shares ofStock That Have Not
Stock That Have Not
Vested (#)
Vested ($) (1)10,111
7,838
33,411
22,72856,03440,753
2,629
2,038
9,332
6,348
16,48011,986
2,504
1,941
11,385
5,225
7,745
20,601
14,982
22,942
6,532
4,444
10,437
7,591
313
364
1,622
5,752
3,913
10,437
7,591

(2)
(3)

(4)
(2)
(3)
(4)
(2)
(3)

(4)
(5)
(3)
(4)
(2)

(3)
(4)

2,566,273
1,989,363
8,480,046
5,768,594
14,221,990
10,343,519
667,266
517,265
2,368,555
1,611,186
4,182,789
3,042,167
635,540
492,6452,889,627
1,326,157
1,965,758
5,228,740
3,802,581
5,245,918
1,657,887
1,127,932
2,649,015
1,926,672
79,44392,387
411,680
1,459,915
993,159
2,649,015
1,926,672_____________(1) Market value of RSUs and PSUs that have not vested is computed by multiplying (i) $253.81, the closing price on the
Nasdaq of Autodesk common stock on January 31, 2024, the last trading day of fiscal year 2024, by (ii) the number ofshares of stock underlying the applicable award.
(2) Awards relate to the third-year tranche of PSU awards granted on April 10, 2021, under the 2012 Plan. These PSUs were
subject to achievement of a total revenue and free cash flow goal for fiscal year 2024 adopted by the Committee, as well as
Relative TSR. This tranche was earned as of January 31, 2024, and subject to vest on March 26, 2024.
(3) Awards related to the second- and third-year tranches of PSU awards granted on April 10, 2022, under the 2012 Plan. The
second-year tranche of these PSUs was subject to achievement of a total revenue and free cash flow goal for fiscal year
2024 adopted by the Committee, as well as Relative TSR. The second-year tranche was earned as of January 31, 2024,
and subject to vest on March 26, 2024.
(4) Awards related to the first-, second-, and third-year tranches of PSU awards granted on April 10, 2023, under the 2022 Plan.
The first-year tranche of these PSUs were subject to achievement of a total revenue and free cash flow goal for fiscal year
2024 adopted by the Committee, as well as Relative TSR. The first-year tranche was earned as of January 31, 2024, andsubject to vest on March 26, 2024.
(5) RSUs granted to Ms. Keene on January 27, 2022 vest per the terms of her employment agreement.

2024 Proxy Statement | 47

Option Exercises and Stock Vested in Fiscal Year 2024
There were no stock options exercised by any of the named executive officers during fiscal year 2024. The following
table presents information concerning the vesting of stock awards held by each of the named executive officers
during fiscal year 2024.
Stock Awards
Named Executive Officer

Number of Shares Acquired
on Vesting (#)

Value Realized on
Vesting ($) (1)80,79019,89928,021
30,625
11,396

16,181,189
4,009,357
5,651,069
5,955,314
2,337,452

Andrew Anagnost
Deborah L. Clifford
Steven M. Blum
Ruth Ann Keene
Rebecca Pearce______________(1) Reflects the number of shares acquired on vesting of RSUs or PSUs multiplied by the closing market price of our common
stock as reported on the Nasdaq on the vesting date.

Nonqualified Deferred Compensation for Fiscal Year 2024
Under our Nonqualified Deferred Compensation Plan, certain U.S.-based officers (including named executive
officers) may defer compensation earned such as salary or awards under the EIP. Deferral elections are made by
eligible executive officers each year during an open enrollment period for amounts to be earned in the following
year. Autodesk does not make any contribution for executive officers under the Nonqualified Deferred
Compensation Plan. Prior to April 2013, we maintained the Autodesk, Inc. Equity Incentive Deferral Plan, which
permitted certain executive officers to defer up to 50% of their EIP award.
The following table presents information regarding non-qualified deferred compensation activity for each listed
officer during fiscal year 2024:

Named Executive Officer

Andrew Anagnost
Deborah L. Clifford

Executive
Contributions(Distributions) in
Fiscal Year ($)

249,600

Aggregate
Earnings/(Losses) in
Fiscal Year ($) (1)Aggregate
Balance at
Fiscal Year End ($)

478,974

5,909,513

65,37546,324

385,573

Steven M. Blum—

211,7732,448,467

Ruth Ann Keene

—

—

—

Rebecca Pearce

—

—

—

_____________(1) None of the earnings or losses in this column are reflected in the Summary Compensation Table because they are notconsidered preferential or above market.

CEO Pay Ratio
In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual
total compensation of our median employee (excluding our CEO). The fiscal year 2024 annual total compensationof our CEO was 20,649,951. The fiscal year 2024 annual total compensation of our median compensated employee
was $146,199, and the ratio of these amounts was 141.2 to 1.
To identify the median employee, we examined the compensation of our full- and part-time employees (other thanour CEO) as of the last day of our fiscal year. We used target total direct compensation as our consistently appliedcompensation measure. Target total direct compensation for this purpose consisted of each employee’s estimatedsalary earnings, target non-equity incentive opportunity, and the fair market value price of his or her equity incentive
awards granted in fiscal year 2024. We also converted all employee compensation, on a country-by-country basis,
to U.S. dollars based on the applicable year-end exchange rate. After identifying the median employee, we
calculated the annual total compensation for such employee using the same methodology that we used for our

48 | AUTODESK, INC.

NEOs as set forth in the Summary Compensation Table. In fiscal year 2024 the pay ratio increased year-over-year
based largely upon an increase in variable stock-based compensation for our CEO.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on
our internal records and the methodology described above. The SEC rules for identifying the median compensatedemployee and calculating the pay ratio based on that employee’s annual total compensation allow companies toadopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions
that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by othercompanies may not be comparable to the pay ratio reported above, as other companies have different employee
populations and compensation practices and may use different methodologies, exclusions, estimates andassumptions in calculating their own pay ratios.

Pay versus Performance
Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about therelationship between the compensation actually paid (“CAP”) as determined under the rules to our named executive
officers and certain measures of company performance for the fiscal years listed below. The material that follows isprovided in compliance with these rules; however, additional information regarding our compensation philosophy,
the structure of our performance-based compensation programs, and compensation decisions made this year is
described above in our "Compensation Discussion and Analysis". The Committee did not consider the pay versus
performance disclosure below in marking its pay decisions for any of the fiscal years shown.
The following table provides information regarding compensation actually paid to our principal executive officer, or
PEO, and other NEOs (“non-PEO NEOs”) for each year from fiscal year 2021 to fiscal year 2024, compared to our
total shareholder return (“TSR”) from January 31, 2020 through the end of each such fiscal year, and our net income
and total revenue for each such year.

Value of initial fixed $100
investment based on

FiscalYear

Summary
compensation tabletotal for PEO($) (1) (2)Compensati
on actually
paid to PEO($) (1) (3)Averagesummary
compensationtable total for
non-PEO
NEOs ($) (4)Averagecompensation
actually paid to
non-PEO NEOs($) (5)

Total
shareholder
return ($)(6)

Peer group
total
shareholder
return ($) (7)Net income($ Millions)
(8)

Total
Revenue($ Millions)
(9)

2024

20,649,951

23,632,808

5,452,336

6,185,238

128.94173.04

906

5,497

2023

17,600,752

15,542,087

4,323,694

2,883,990

109.30115.56

823

5,005

2022

22,095,521

15,981,576

7,276,639

6,198,352

126.89145.21

497

4,386

2021

15,756,363

22,691,528

5,241,569

7,688,009

140.93139.40

1,208

3,790

_____________(1) Our PEO was Andrew Anagnost for each of the fiscal years 2024, 2023, 2022, and 2021.
(2) The dollar amounts reflect the total compensation reported for Dr. Anagnost for each listed fiscal year in the “Total” columnof the Summary Compensation Table.
(3) The dollar amounts reflect the compensation actually paid to Dr. Anagnost for each listed fiscal year as calculated inaccordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation
earned by or paid to Dr. Anagnost during the applicable year and don’t mean that he will even earn or be paid thoseamounts, but reflect adjustments made to the total compensation as reported in the Summary Compensation Table inaccordance with the requirements of Item 402(v) of Regulation S-K as shown in the table below:

2024 Proxy Statement | 49

Summary Compensation Table Total
Subtract Grant Date Fair Value of Stock Awards
Granted in Fiscal Year
Add Fair Value at Fiscal Year-End of Outstanding andUnvested Stock Awards Granted in Fiscal Year
Adjust for Change in Fair Value of Outstanding andUnvested Stock Awards Granted in Prior Fiscal Years
Add Fair Value at Vesting of Stock Awards Granted in
Fiscal Year That Vested During Fiscal Year
Adjust for Change in Fair Value as of Vesting Date of
Stock Awards Granted in Prior Fiscal Years For WhichApplicable Vesting Conditions Were Satisfied During
Fiscal Year
Subtract Fair Value as of Prior Fiscal Year-End of StockAwards Granted in Prior Fiscal Years That Failed to
Meet Applicable Vesting Conditions During Fiscal Year
Add Value of Dividends or other Earnings Paid on StockAwards not Otherwise Reflected in Fair Value or Total
Compensation
Compensation Actually Paid

2024 ($)

2023 ($)

2022 ($)

2021 ($)

20,649,951

17,600,752

22,095,521

15,756,363

17,938,989

16,494,632

21,095,069

13,559,493

20,942,343

18,075,662

17,057,737

22,582,547

1,181,376(947,027)(903,469)

2,169,455

—

—

—

—

(1,201,873)(2,692,668)(1,173,144)(4,257,344)

—

—

—

—

—
23,632,808—
15,542,087—
15,981,576—
22,691,528(4) The dollar amounts reflect the average of the total compensation reported for our non-PEO NEOs in the “Total” column of
the Summary Compensation Table for each applicable fiscal year. The names of the non-PEO NEOs in each year are listed
in the table below.
2024

2023

2022

Deborah L. Clifford

Deborah L. Clifford

Deborah L. Clifford

Steven M. Blum

Steven M. Blum

Steven M. Blum

Ruth Ann Keene

Ruth Ann Keene

Pascal W. Di Fronzo

Rebecca Pearce

Rebecca Pearce——

Pascal W. Di Fronzo—(5) The dollar amounts reflect the average of compensation actually paid to our non-PEO NEOs, as calculated in accordancewith Item 402(v) of Regulation S-K, for each listed fiscal year. The dollar amounts do not reflect the actual amount ofcompensation earned by or paid to non-PEO NEOs during the applicable year and don’t mean that they will even earn or be
paid those amounts, but reflect adjustments made to the total compensation as reported in the Summary Compensation
Table in accordance with the requirements of Item 402(v) of Regulation S-K as shown in the table below:

50 | AUTODESK, INC.

2024 ($)

Summary Compensation Table Total
Subtract Grant Date Fair Value of StockAwards Granted in Fiscal Year
Add Fair Value at Fiscal Year-End of
Outstanding and Unvested Stock Awards
Granted in Fiscal Year
Adjust for Change in Fair Value of
Outstanding and Unvested Stock Awards
Granted in Prior Fiscal Years
Add Fair Value at Vesting of Stock Awards
Granted in Fiscal Year That Vested During
Fiscal Year
Adjust for Change in Fair Value as of Vesting
Date of Stock Awards Granted in Prior Fiscal
Years For Which Applicable Vesting
Conditions Were Satisfied During Fiscal Year
Subtract Fair Value as of Prior Fiscal YearEnd of Stock Awards Granted in Prior Fiscal
Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year (10)Add Value of Dividends or other Earnings
Paid on Stock Awards not Otherwise
Reflected in Fair Value or Total
Compensation
Compensation Actually Paid

2023 ($)

2022 ($)

2021 ($)

5,452,336

4,323,694

7,276,639

5,241,569

4,314,029

3,306,500

6,581,321

4,510,231

4,850,099

3,553,148

4,585,956

7,083,063

546,724(477,049)(204,333)

719,882——

1,327,011—(349,892)(1,156,448)(205,600)(846,274)—(52,855)

—

—

—

—

—

—

6,185,238

2,883,990

6,198,352

7,688,009(6) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year
reported below and all dividends were reinvested until the last day of each reported fiscal year.
(7) For purpose of this peer group disclosure, we have used the S&P North American Technology Software Index, as used in
the Company's performance graph in our annual report on Form 10-K. Total shareholder return is calculated by assumingthat a $100 investment was made on the day prior to the first fiscal year reported below and all dividends were reinvested
until the last day of each reported fiscal year.
(8) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements.
(9) In the Company's assessment, total revenue is the financial performance measure that is the most important financial
performance measure (other than total shareholder return and net income) used by the Company to link compensation
actually paid to performance. Please see the “Compensation Discussion and Analysis” section above for a further discussionof revenue and how it is utilized in our executive compensation program. The dollar amounts reported represent theCompany’s total revenue as reflected in the Company’s audited financial statements.
(10) Reflects the value of the awards that Mr. Di Fronzo forfeited after his departure in fiscal year 2023.

Tabular List of Performance Measures
The four items listed below represent the most important metrics we used to link performance actually paid to ourNEOs, for fiscal year 2024, to company performance. Among other things, these measures were generally used todetermine the EIP payouts and the PSU payouts for NEOs in fiscal year 2024 as further described in our“Compensation Discussion and Analysis” within the sections titled “Annual Short-Term Incentive Compensation” and“Long-Term Incentive Compensation.”

•
•
•
•

Total revenue
Non-GAAP income from operations
Free cash flow
Relative TSR measured against companies in the S&P North American Technology Software Index

2024 Proxy Statement | 51

Relationship between CAP and Company TSR as well as Peer Group TSR
The graph below reflects the relationship between the PEO and Average Non-PEO NEO CAP and the Company’s
cumulative Total Shareholder Return, or TSR, (assuming an initial fixed investment of $100) for the fiscal years
ended January 31, 2021, January 31, 2022, January 31, 2023, and January 31, 2024. The graph also shows the
cumulative indexed TSR of the S&P North American Technology Software Index.

CAP versus Company and Peer Group TSR

$173

$25

$175
$141

$145

$150

$20
$116

$15

$127

$100

$129

$109

$125
$100
$75

$10

TSR

CAP ($ millions)

$139

$50
$5
$25
$0

$0
Fiscal 2021
CAP to PEO

Fiscal 2022

Fiscal 2023

Average CAP to ONEOs

Peer TSR

Fiscal 2024
ADSK TSR

Relationship between CAP and Net Income
The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and the Company’s
Net Income for the last four completed fiscal years.

52 | AUTODESK, INC.

CAP versus Net Income$25

CAP ($ millions)$1,208$1,200

$906

$15

$900

$823
$10

$600
$497

$5

Net Income ($ millions)$20$1,500

$300

$0

$0
Fiscal 2021
CAP to PEO

Fiscal 2022

Fiscal 2023

Average CAP to ONEO

Fiscal 2024
Net Income ($ millions)

Relationship between CAP and Total Net Revenue
The graph below compares the PEO and Non-PEO NEOs’ CAP to the Company’s Total Net Revenue for the last
four completed fiscal years.

CAP versus Total Net Revenue$25$5,497$6,000$5,005

CAP ($ millions)$4,000$3,790$3,000$10$2,000$5$1,000$0Total Net Revenue ($ millions)$15$5,000$4,386$20$0
Fiscal 2021
CAP to PEO

Fiscal 2022

Fiscal 2023

Average CAP to ONEO

Fiscal 2024

Total Net Revenue ($ millions)2024 Proxy Statement | 53

Change-in-Control Arrangements, Severance Plan, Retirement
Arrangements, and Employment Agreement
In an effort to ensure the continued service of our executive officers in the event of a change in control, each of our
executive officers (other than our CEO) participates in an Executive Change in Control Program (the “Program”) thatwas initially approved by the Board in March 2006, and most recently amended and restated by the Committee in
April 2022. Dr. Anagnost has a change-in-control provision in his employment agreement, as noted below.
Additionally, in August 2018, the Committee adopted the Autodesk, Inc. Severance Plan (the “Severance Plan”) to
establish standard executive severance terms and to minimize the need to negotiate individualized executive
severance terms in the future. Each of our current executive officers (other than our CEO) has been designated by
the Committee to participate in the Severance Plan. The Board adopted retirement provisions in RSU and PSU
agreements entered into with executive officers starting in March 2019 and amended the Severance Plan in March
2021 to provide benefits for executive officers who voluntarily terminate their employment for a “qualified retirement”
as defined under the Severance Plan. Each of our current executive officers is eligible to receive the retirement
benefits, although only two of our executive officers currently meet the requirements to have a qualifying retirement
under the provisions.

Executive Change in Control Program
Under the terms of the Program, if, within 60 days prior or 12 months following a “change in control,” an executive
officer who participates in the Program is terminated without “cause,” or voluntarily terminates his or her
employment for “good reason” (as those terms are defined in the Program), the executive officer will receive (among
other benefits), following execution of a release and non-solicitation agreement:•

An amount equal to 1.5 times the sum of the participant’s annual base salary and target annual bonus, plus theparticipant’s pro-rata target bonus, provided the executive officer was eligible to receive such bonus in cash,
payable in a lump sum (for Rebecca Pearce such lump-sum payment would be inclusive of any severance or
payment received during or in relation to her notice period);•

Acceleration of all of the participant’s outstanding incentive equity awards, including stock options, RSUs, and
PSUs (which PSUs shall become vested at the “target” level set forth in the applicable notice of grant);•

Reimbursement of the total applicable premium cost for medical and dental coverage for the participant and hisor her eligible spouse and dependents until the earlier of 18 months from the date of termination or when theparticipant becomes covered under another employer’s employee benefit plans (for Rebecca Pearce suchpayment is not applicable); and•An executive officer who is terminated for any other reason will receive severance or other benefits only to theextent the executive would be entitled to receive them under our then-existing benefit plans and policies. If thebenefits provided under the Program constitute parachute payments under Section 280G of the Code and are
subject to the excise tax imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or(2) delivered to such lesser extent that would result in no portion of the benefits being subject to the excise tax,
whichever results in the executive officer receiving the greatest amount of benefits.

As defined in the Program, a “change in control” occurs if any person acquires 50% or more of the total voting
power represented by voting securities, if Autodesk sells all or substantially all its assets, if Autodesk merges orconsolidates with another corporation, or if the composition of the Board changes substantially.

Severance Plan
Termination Without Cause or for Good Reason
Under the terms of the Severance Plan, if a participant in the Severance Plan is terminated without “cause” orvoluntarily terminates his or her employment for “good reason” (as those terms are defined in the Severance Plan)
then, in addition to payment of accrued base salary, vacation, and any previously awarded but unpaid bonus, theparticipant will be eligible to receive the following benefits under the Severance Plan, subject to execution of arelease and compliance with certain non-disparagement, non-solicitation and confidentiality covenants:

54 | AUTODESK, INC.

•

A lump sum payment equal to the sum of (a) 1.5 times the participant's base pay as in effect on the date of
termination, and (b) 1.5 times the participant’s target annual cash bonus incentive amount under Autodesk’sannual cash bonus incentive plan applicable to the participant as in effect on the date of termination (forRebecca Pearce such lump-sum payment would be inclusive of any severance or payment received during orin relation to her notice period);•

Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant
remained continuously employed by Autodesk for an additional 12 months following the termination;•

Continued vesting of the participant’s PSUs that would have become vested had the participant remained
continuously employed by Autodesk for an additional 12 months following the termination, based on the extent
to which the underlying performance criteria with respect to such awards are satisfied for such performance
period;•A taxable lump sum payment in an amount equal to 12 times the monthly premium that the participant would
be required to pay to continue their group health coverage if the participant had made a timely election under
COBRA (for Rebecca Pearce such payment is not applicable); and•Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement
service program or arrangements for 18 months immediately following the date of termination.

Retirement
In March 2021, we amended the Severance Plan to provide additional benefits to participants who voluntarily
terminate employment for qualified retirement. If a participant’s termination is considered a qualified retirement,
then, in addition to payment of accrued base salary, vacation, and any previously awarded but unpaid bonus, theparticipant will be eligible to receive the following benefits under the Severance Plan:•

A lump sum payment equal to the sum of (a) 1.5 times the participant's base pay, (b) 1.5 times the participant’s
target annual cash bonus incentive amount under Autodesk’s annual cash bonus incentive plan applicable tothe participant as in effect as of the qualified retirement, and (c) a pro-rata portion of the participant’s target
annual cash bonus incentive amount as in effect as of the qualified retirement, for the fiscal year in which thequalified retirement occurs;•

Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant
remained continuously employed by Autodesk for an additional 12 months following the qualified retirement;•

Continued vesting of the participant’s PSUs that would have become vested had the participant remained
continuously employed by Autodesk for an additional 12 months following the qualified retirement, based on
the extent to which the underlying performance criteria with respect to such awards are satisfied for such
performance period; and•A taxable lump sum payment in an amount equal to 18 times the monthly premium that the participant would
be required to pay to continue their group health coverage if the participant had made a timely election under
COBRA.

For the purposes of the Severance Plan, “qualified retirement” is defined as a voluntary termination of employment
by an executive officer, which meets either of the following requirements: (i) one’s combined total age plus years of
employment with Autodesk is equal to or greater than 75 or (ii) one is at least 55 years of age and completes atleast 10 years of employment with Autodesk. Unless waived by the administrator of the plan or the Chief Executive
Officer, in order for such voluntary termination to be deemed a qualified retirement, one must properly deliver written
notice of his or her intent to resign employment with Autodesk in a qualified retirement at least three months prior to
the effective date of such qualified retirement.

Internal Revenue Code Section 280GThe Severance Plan does not provide for any excise tax payment. In the event that any payment or benefit payable
to a participant under the Severance Plan would result in the imposition of excise taxes under the “golden
parachute” provisions of Section 280G of the Code, then such payments and benefits will be (1) delivered in full, or(2) delivered to such lesser extent that would result in no portion of the benefits being subject to the excise tax,
whichever results in the participant receiving the greatest amount of benefits.

2024 Proxy Statement | 55

Employment Agreement with Andrew Anagnost
In connection with Dr. Anagnost’s appointment as CEO, in June 2017, Dr. Anagnost entered into an employment
agreement with Autodesk, which was amended in April 2022, which provides for, among other things, certain
payments and benefits to be provided to Dr. Anagnost in the event his employment is terminated without “cause” orhe resigns for “good reason,” including in connection with a “change of control,” as each such term is defined in Dr.
Anagnost's employment agreement.
In the event Dr. Anagnost's employment is terminated by Autodesk without cause or if Dr. Anagnost resigns for goodreason and in each case such termination is not in connection with a change of control, Dr. Anagnost would receive(i) payment of 200% of his then current base salary for 12 months; (ii) payout of his pro-rata bonus for the fiscal year
in which termination occurs, provided Autodesk bonus targets are satisfied, to be paid in one lump sum on or before
March 15 of the succeeding fiscal year; (iii) fully accelerated vesting of all of his then outstanding, unvested equity
awards (other than any awards that vest in whole or in part based on performance); (iv) with respect to his thenoutstanding unvested equity awards that vest in whole or in part based on performance, those awards will vest as if
he had remained continuously employed by Autodesk through the end of the performance period in which his
employment is terminated, based on the extent, if any, that the underlying performance criteria for those awards are
satisfied for that performance period, as prorated to reflect the number of days in which he was employed during
such period; and (v) reimbursement for premiums paid for continued health benefits for Dr. Anagnost and his eligible
dependents until the earlier of 12 months following termination or the date Dr. Anagnost becomes covered undersimilar health plans. In addition, Dr. Anagnost is subject to non-solicitation and non-competition covenants for 12months following a termination that gives rise to the severance benefits discussed above.
If, in connection with a change of control, Dr. Anagnost’s employment is terminated by Autodesk without cause or if
Dr. Anagnost resigns for good reason, Dr. Anagnost would receive (i) a lump sum payment in an amount equal to200% of his annual base salary and target annual bonus; (ii) payout of his pro-rata target bonus for the fiscal year inwhich termination occurs to be paid in one lump sum on or before March 15 of the succeeding fiscal year; (iii) fully
accelerated vesting of all of his then outstanding unvested equity awards, including awards that would otherwise
vest only upon satisfaction of performance criteria; and (iv) reimbursement for premiums paid for continued healthbenefits for Dr. Anagnost and his eligible dependents until the earlier of 18 months following termination or the date
Dr. Anagnost becomes covered under similar health plans.

Retirement Provisions in RSU and PSU Agreements
The RSU and PSU agreements entered into with our executive officers in March 2019 and after contain provisions
that permit partial continued vesting of outstanding RSUs and PSUs following a qualified retirement, as follows:•

Time-based RSUs that would otherwise vest within 12 months following the qualified retirement will fully
accelerate and become vested as of the date of the qualified retirement, and any time-based RSUs that remain
unvested after application of this provision will immediately be forfeited and cancelled for no additional
consideration upon the qualified retirement; and•PSUs that would otherwise vest within 12 months following the qualified retirement will continue to vest as if
the executive officer had remained continuously employed by Autodesk through the vest date next following
the qualified retirement, based on the extent, if any, that the underlying performance criteria with respect tosuch awards are satisfied for the applicable performance period, and the remainder of such PSUs that do not
become vested pursuant to this provision, if any, shall be forfeited and canceled for no additional consideration.

For the purposes of this provision, “qualified retirement” has the same definition as in the Severance Plan. Unlesswaived by the administrator of the applicable stock plan, in order for such voluntary termination to be deemed aqualified retirement, one must properly deliver written notice of his or her intent to resign from employment with
Autodesk in a qualified retirement at least three months prior to the effective date of such qualified retirement.

56 | AUTODESK, INC.

Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the named executive officers in theevent of voluntary termination, involuntary not-for-cause termination, for-cause termination, termination following achange in control, and termination in the event of disability or death of the executive. The amounts shown assume
that such termination was effective as of January 31, 2024, and include all components of compensation, benefits,
and perquisites payable under the Severance Plan and Executive Change in Control Program effective during the2024 fiscal year or, in the case of Dr. Anagnost, pursuant to his employment agreement, discussed above.
Estimated amounts for share-based compensation are based on the closing price of our common stock on the
Nasdaq on Monday, January 31, 2024, which was $253.81 per share. The actual amounts for all named executive
officers to be paid out can only be determined at the time of such executive’s separation.

Andrew Anagnost

Executive Benefits and Payments

Voluntary
Terminationon
January 31,
2024 ($)

Involuntary
Not For Causeor Voluntaryfor Good
Reason(Except
Changein Control)
Terminationon
January 31,
2024 ($)—

For Cause
Terminationon
January 31,
2024 ($)

Involuntary
Not for Causeor Voluntary
For Good
Reason(Change inControl)Terminationon
January 31,
2024 ($)

Disability on
January 31,
2024 ($)

Death onJanuary 31,
2024 ($)

2,080,000—

5,200,000——

Compensation:
Severance (1)Pro-Rata Bonus (2)—1,511,640—

1,560,000——

18,920,492

28,700,299—

45,253,815

45,253,815

45,253,815

Health Insurance (4)—36,724—55,086——

Disability Income (5)

—

—

—

—

1,665,045—

Accidental Death orDismemberment (6)Life Insurance (7)

—

—

—

—

2,000,000

2,000,000

—

—

—

—

—

2,000,000

18,920,492

32,328,663—

52,068,901

48,918,860

49,253,815

Equity Awards (3)Benefits and perquisites:

Total Executive Benefits andPayments Upon Separation

2024 Proxy Statement | 57

Deborah L. Clifford

Executive Benefits andPayments

Compensation:
Severance (1)Pro-Rata Bonus (2)Equity Awards (3)Benefits and perquisites:
Health Insurance (4)Disability Income (5)Accidental Death orDismemberment (6)Life Insurance (7)Total Executive Benefits andPayments Upon Separation

Voluntary
Terminationon
January 31,
2024 ($)

Involuntary
Not For Causeor Voluntaryfor Good
Reason(Except
Changein Control)
Termination on
January 31, 2024
($)

—
—
—

For Cause
Terminationon
January 31,
2024 ($)

Involuntary
Not for Causeor Voluntary
For Good
Reason(Change inControl)Termination on
January 31, 2024($)

Disability on
January 31,
2024 ($)

Death onJanuary 31,
2024 ($)

1,755,000—
5,305,464———

1,755,000
520,000
12,926,797——
12,926,797——
12,926,797

—
—

7,483
—

—
—

5,065
—

—
2,878,795

—
—

—
—

—
—

—
—

—
—

650,000—

650,000
650,000—

7,067,947—

15,206,862

16,455,592

14,226,797

Voluntary
Terminationon
January 31,
2024 ($)

Involuntary
Not For Causeor Voluntaryfor Good
Reason(Except
Changein Control)
Termination on
January 31, 2024($)

For Cause
Terminationon
January 31,
2024 ($)

Involuntary
Not for Causeor Voluntary
For Good
Reason(Change inControl)Termination on
January 31,
2024 ($)

Disability on
January 31,
2024 ($)

Death onJanuary 31,
2024 ($)

1,890,000
560,000
6,883,571

1,890,000
560,000
6,883,571———

1,890,000
560,000
16,979,128——
16,979,128——
16,979,128

74,223—49,482———

41,083——
1,624,352

—
—

—
—

—
—

—
—

—
—

2,000,000—

2,000,000
2,000,000

9,407,794

9,383,053—

19,470,211

20,603,480

20,979,128

Steven M. Blum

Executive Benefits andPayments

Compensation:
Severance (1)Pro-Rata Bonus (2)Equity Awards (3)Benefits and perquisites:
Health Insurance (4)Disability Income (5)Accidental Death orDismemberment (6)Life Insurance (7)Total Executive Benefits andPayments Upon Separation

58 | AUTODESK, INC.

Ruth Ann Keene

Executive Benefits andPayments

Compensation:
Severance (1)Pro-Rata Bonus (2)Equity Awards (3)Benefits and perquisites:
Health Insurance (4)Disability Income (5)Accidental Death orDismemberment (6)Life Insurance (7)Total Executive Benefits andPayments Upon Separation

Voluntary
Terminationon
January 31,
2024 ($)

Involuntary
Not For Causeor Voluntaryfor Good
Reason(Except
Changein Control)
Termination on
January 31, 2024($)

1,458,000
432,000
8,563,976

For Cause
Terminationon
January 31,
2024 ($)

Involuntary
Not for Causeor Voluntary
For Good
Reason(Change inControl)Termination on
January 31,
2024 ($)

Disability on
January 31,
2024 ($)

Death onJanuary 31,
2024 ($)

1,458,000
432,000
8,563,976———

1,458,000
432,000
12,613,342——
12,613,342——
12,613,342

81,476—54,318———36,762——
2,218,608

—
—

—
—

—
—

—
—

—
—

1,620,000—

1,620,000
2,000,000

10,535,452

10,508,294—

14,540,104

16,451,950

16,233,342

Voluntary
Terminationon
January 31,
2024 ($)

Involuntary
Not For Causeor Voluntaryfor Good
Reason(Except
Changein Control)
Termination on
January 31, 2024($)

For Cause
Terminationon
January 31,
2024 ($)

Involuntary
Not for Causeor Voluntary
For Good
Reason(Change inControl)Termination on
January 31,
2024 ($)

Disability on
January 31,
2024 ($)

Death onJanuary 31,
2024 ($)———

1,303,247—
3,160,351

—

—

—

—

1,303,247
386,147
7,896,029—
7,896,029—
7,896,029

Rebecca Pearce (8)Executive Benefits andPayments

Compensation:
Severance (1)Pro-Rata Bonus (2)Equity Awards (3)Benefits and perquisites:
Health Insurance (4)Disability Income (5)Accidental Death orDismemberment (6)Life Insurance (7)Total Executive Benefits andPayments Upon Separation

—

—

—

—

—

—
—

—

—
5,819,071

—
—

—
—

—
—

—
—

—
—

—

—

2,167,841
2,167,841—

4,463,598—

9,585,423

13,715,100

12,231,711—______________(1) Severance: For Dr. Anagnost, the amounts shown would be paid in accordance with his employment agreement as
amended on April 27, 2022 based on base salary and target bonus in effect at January 31, 2024. For the other continuing
named executive officers, the amounts shown would be paid in accordance with the Severance Plan in effect at January 31,
2024 or Executive Change in Control Program as amended on April 27, 2022 based on base salary and target bonus in
effect at January 31, 2024.
(2) Pro-Rata Bonus: Represents pro-rata bonus amounts for the year in which the termination occurred, which is payable under
Dr. Anagnost’s employment agreement, Severance Plan, and the Executive Change in Control Program.
(3) Equity Awards: Pursuant to Autodesk's form of RSU and PSU award agreement, in the case of a Qualified Retirement,
partial continued vesting of outstanding RSUs and PSUs continues, and in the case of Disability or Death, unvested time-2024 Proxy Statement | 59

(4)

(5)

(6)

(7)
(8)

based RSUs vest in full and unvested PSUs vest at target. For Dr. Anagnost, the amounts shown for other termination
scenarios reflect the value of unvested equity awards accelerated in accordance with his employment agreement as
amended on April 27, 2022. For the other continuing named executive officers, the amounts shown for other termination
scenarios reflect the value of unvested equity awards accelerated in accordance with the Severance Plan in effect at
January 31, 2024 or Executive Change in Control Program as amended on April 27, 2022. Reported values are based on
the closing price of our common stock on January 31, 2024 ($253.81 per share) for RSUs and PSUs and target PSUs.
Health Insurance: For Dr. Anagnost, in accordance with his employment agreement as amended on April 27, 2022, theseamounts represent the cost of continuing coverage for Dr. Anagnost and his dependents. The amount shown in the
Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column reflects 12 monthsof coverage after separation. The amounts in the Involuntary Not for Cause or Voluntary for Good Reason (Change inControl) Termination column reflect 18 months of coverage after separation. For the other continuing named executive
officers, these amounts represent the cost of continuing coverage for medical and dental benefits for each executive and hisor her dependents (i) in the case of the Disability column, for 12 months in accordance with Autodesk's benefits program, (ii)in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column,
for 12 months after separation and grossed up for taxes in accordance with the Severance Plan in effect at January 31,
2024, and (iii) in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination
column, for 18 months after separation in accordance with the Executive Change in Control Program as amended on April
27, 2022.
Disability Income: Reflects the estimated present value of all future payments to each executive, except for Ms. Pearce,
under his or her elected disability program, which represent 100% of base salary for the first 90 days, and then 662/3% ofsalary thereafter, with a maximum of $20,000 per month, until the age of 67. Ms. Pearce’s elected disability program
represents 75% of base salary, plus average of bonus earnings over the last three fiscal years, minus state incapacity
benefit, each year until the retirement age of 65. These payments would be made by the insurance provider, not by
Autodesk.
Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her beneficiaries
by Autodesk’s insurance provider in the event of the executive’s accidental death. There is also a prorated lump sum
payment for dismemberment. The amount shown as payable upon dismemberment is based upon the payout for the most
severe dismemberment under the plan.
Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in the event of theexecutive’s death.
Ms. Pearce’s cash severance and benefits are provided in British Pounds. These amounts represent the approximate dollar
value of her base salary and other compensation converted to U.S. dollars using the British Pound to dollar exchange rate of
1.25, which represents an average for fiscal year 2024.

Compensation of Directors
During fiscal year 2024, our non-employee directors were eligible to receive the annual compensation set forth
below:
Member of the Board of Directors
Non-executive Chair of the Board
Chair of the Audit Committee
Chair of the Compensation and Human Resources Committee
Chair of the Corporate Governance and Nominating Committee$75,000 and RSUs ($250,000 equivalent)an additional$75,000
an additional$25,000
an additional$20,000
an additional$10,000

The annual compensation cycle for non-employee directors begins on the date of the annual stockholders’ meetingand ends on the date of the next annual stockholders meeting (“Directors’ Compensation Cycle”). Director
compensation in the tables below represent the portion of annual compensation with respect to service during
Autodesk's fiscal year 2024.
No later than December 31 of the year prior to a director’s re-election to the Board, the director can elect to receive
up to 100% of his or her annual fees in the form of RSUs issued at a rate of $1.20 worth of stock for each $1.00 of
cash compensation foregone (“Elected RSUs”). If cash is elected, cash compensation is accrued monthly and paid
quarterly, in arrears. The Elected RSUs are issued at the beginning of the Directors’ Compensation Cycle on thedate of the annual meeting of stockholders and vest on the date of the annual meeting of stockholders in thefollowing year, provided that the recipient is a director on such date.

60 | AUTODESK, INC.

Non-Employee Director Annual Compensation Cycle
June 16, 2023 Annual Stockholder Meeting - July 16, 2024 Annual Stockholder Meeting
Director% Annual Fees Elected to Convert to RSUs
(June 17, 2022 - June 16, 2023)% Annual Fees Elected to Convert to RSUs
(June 22, 2023 - June 21, 2024)

100
100
100
—
100
100
100
100
—
—

100
100
100
—
100
100
100
100
—
—

Stacy J. Smith
Karen Blasing
Reid French
Dr. Ayanna Howard
Blake Irving
Mary T. McDowell
Stephen Milligan
Lorrie M. Norrington
Betsy Rafael*Rami Rahim______________*Ms. Rafael is now our Interim Chief Financial Officer as of May 31, 2024.

During fiscal year 2024, Autodesk’s Director Compensation Policy under the Autodesk’s 2022 Equity Incentive Plan
provided for the automatic grant of RSUs to our non-employee directors. Upon being elected or appointed to our
Board, each non-employee director would be provided an initial grant of RSUs with a grant date value of $250,000
and prorated based on service on the date such director joined the Board (“Initial RSUs”), with subsequent annual
grants of RSUs with a grant date value of $250,000 on the date of the annual meeting (“Subsequent Annual RSUs”).

$250,000x

The number of calendar
days from the Date of
Grant to Autodesk’s next
annual meeting ofstockholders
365/

Fair Market
Value of a Shareon the Date of
Grant

=

Result isrounded down to
the nearest
whole number ofshares

Initial RSUs vest upon the annual meeting of stockholders following the date of grant. Subsequent Annual RSUs
vest over a one-year period. If a non-employee director is appointed on the date of an annual meeting, such nonemployee director is not eligible to an Initial RSU.
Under the 2022 Equity Incentive Plan, directors may elect to defer all or part of their Subsequent Annual RSUs andElected RSUs. Distributions of these deferred RSUs will be made in shares of Autodesk’s common stock in annual
installments or by lump sum in accordance with the distribution election made by the director.
The tables below present information concerning the compensation paid by us to each of our non-employee
directors for fiscal year 2024. Dr. Anagnost, who was an Autodesk employee during fiscal year 2024, did not receive
additional compensation for his service as a director.

2024 Proxy Statement | 61

Current Directors

Fees Earned orPaid in Cash($) (1)

Stock Awards($) (2)

Total($)

Stacy J. Smith

150,000

280,085

430,085

Karen Blasing

75,000264,992

339,992

Reid French

75,000264,992

339,992

Dr. Ayanna Howard

75,000249,962

324,962

Blake Irving

75,000264,962

339,962

Mary T. McDowell95,000269,067

364,067

Stephen Milligan

75,000264,992

339,992

Lorrie M. Norrington

85,000267,030

352,030

Betsy Rafael

100,000

249,962

349,962

Rami Rahim

58,636233,360

291,996______________(1) Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal year 2024, directors
could elect to receive up to 100% of their compensation in the form of RSUs in lieu of cash. The following table represents
actual cash received by the directors in fiscal year 2024 based on their elections. See footnote (b) for more information
regarding the RSUs granted in lieu of cash.
Current Directors

Fees Actually Paid in Cash($)

Stacy J. Smith—

Karen Blasing—

Reid French
Dr. Ayanna Howard
Blake Irving
Mary T. McDowell
Stephen Milligan
Lorrie M. Norrington
Betsy Rafael
Rami Rahim—
75,000————100,000
75,000(2) The Stock Awards column reflects (i) the grant date fair value of the Initial RSUs and Subsequent Annual RSUs and (ii) the
pro-rata grant date fair value of 20% of the stock awards the directors earned during fiscal year 2024 in lieu of cash. The
20% represents the premium of $1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions usedin the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in theNotes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on June 10, 2024. These amounts do
not correspond to the actual value that will be realized by the directors upon the vesting of RSUs or the sale of the common
stock underlying such awards.

62 | AUTODESK, INC.

The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted onJune 16, 2022, in lieu of cash foregone for the June 17, 2022, through June 16, 2023, Directors’ Compensation
Cycle:

Current Directors

Total Numberof Shares (#)

Restricted Stock Unit
Number of Shares
Grant Date Fair
Representing theValue of Stock
20% Premium (#)
Awards ($)

Grant Date Fair Value ofthe 20% Premium of theStock Awards ($)

Stacy J. Smith

1,095

183

179,91930,069Karen Blasing

547

92

89,878

15,117

Reid French

547

92

89,878

15,117

Dr. Ayanna Howard

—

—

—

—

Blake Irving

547

92

89,878

15,117

Mary T. McDowell

693

116

113,867

19,060

Stephen Milligan

547

92

89,878

15,117

Lorrie M. Norrington

620

104

101,872

17,088Betsy Rafael

—

—

—

—

Rami Rahim

—

—

—

—

The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted onJune 21, 2023, in lieu of cash foregone for the June 22, 2023, through June 21, 2024, Directors’ Compensation
Cycle:

Current Directors

Total Numberof Shares (#)

Restricted Stock Unit
Number of Shares
Grant Date Fair
Representing theValue of Stock
20% Premium (#)
Awards ($)

Grant Date Fair Valueof the 20% Premium of
the Stock Awards ($)

Stacy J. Smith

865

145

179,903

30,157

Karen Blasing

432

72

89,847

14,975

Reid French

432

72

89,847

14,975

Dr. Ayanna Howard

—

—

—

—

Blake Irving

432

72

89,847

14,975

Mary T. McDowell

548

92

113,973

19,134

Stephen Milligan

432

72

89,847

14,975Lorrie M. Norrington

490

82

101,910

17,054

Betsy Rafael

—

—

—

—

Rami Rahim

—

—

—

—

The following tables show the total amounts and fair values of Subsequent Annual RSUs granted during fiscal year
2024.
Restricted Stock Unit
Current Directors

Grant Date(s)Number of
Shares (#)

Grant Date Fair Valueof Stock Awards ($)

Stacy J. Smith
Karen Blasing
Reid French
Dr. Ayanna Howard
Blake Irving
Mary T. McDowell
Stephen Milligan
Lorrie M. Norrington
Betsy Rafael
Rami Rahim

6/21/2023
6/21/2023
6/21/2023
6/21/2023
6/21/2023
6/21/2023
6/21/2023
6/21/2023
6/21/2023
6/21/2023

1,202
1,202
1,202
1,202
1,202
1,202
1,202
1,202
1,202
1,202

249,992
249,992
249,992
249,992
249,992
249,992
249,992
249,992
249,992
249,9922024 Proxy Statement | 63

The aggregate number of each director’s RSUs outstanding at January 31, 2024, was:Current Directors

Stacy J. Smith
Karen Blasing
Reid French
Dr. Ayanna Howard
Blake Irving
Mary T. McDowell
Stephen Milligan
Lorrie M. Norrington
Betsy Rafael
Rami Rahim

Aggregate Number of Shares
Underlying Outstanding
Restricted Stock Units

2,067
1,634
1,634
1,202
1,634
1,750
1,634
1,692
1,202
1,202

Director Stock Ownership Guidelines
The Board believes directors should have a meaningful financial stake in Autodesk in order to further align theirinterests with Autodesk’s stockholders. To that end, the Board has adopted mandatory ownership guidelines for the
directors. These mandatory ownership guidelines require all directors to hold shares of Autodesk’s common stock
equivalent in value to five times their annual cash retainer.

64 | AUTODESK, INC.

Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning the beneficial ownership of Autodesk’s common stock
as of April 30, 2024, for each person or entity who is known by Autodesk to own beneficially more than 5% of theoutstanding shares of Autodesk common stock, each of Autodesk’s directors (including the nominees for directors),each of the named executive officers, including former executive officers, and all directors and executive officers asa group.
5% Stockholders, Directors and Officers (1)Principal Stockholders:
The Vanguard Group, Inc. (4)BlackRock, Inc. (5)Non-Employee Directors (6):Stacy J. Smith

Common Stock
Beneficially Owned (2)Percentage
Beneficially Owned (3)19,038,582

8.8%

19,233,480

8.9%

19,934*

Karen Blasing

7,237

*

Reid French (7)12,958*

Dr. Ayanna Howard

2,241

*

Blake Irving

8,261

*

Mary T. McDowell

33,766*

Stephen Milligan (8)

9,556

*

Lorrie M. Norrington

7,248

*

Betsy Rafael
Rami Rahim
Named Executive Officers:
Andrew Anagnost

3,237
2,161

*
*

46,011*

Deborah L. Clifford

15,602*

Steven M. Blum (9)72,095*

Ruth Ann Keene

60,063*

Rebecca Pearce

5,865

*

306,235*

All directors and executive officers as a group (15 individuals)______________*
Represents less than one percent (1%) of the outstanding common stock.
(1) Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., One Market
Street, Ste. 400, San Francisco, California 94105.
(2) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act,and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial
ownership includes any shares the individual or entity has the right to acquire within 60 days of April 30, 2024, through theexercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting
and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficiallyowned.
(3) The total number of shares of common stock outstanding as of April 30, 2024, was 215,476,226.
(4) As of December 29, 2023, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to
Section 13(g) of the Exchange Act filed on February 13, 2024, The Vanguard Group, Inc. was deemed to have sole
dispositive power with respect to 18,113,756 shares, shared voting power with respect to 285,944 shares, and shareddispositive power with respect to 924,826 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern,
PA 19355.
(5) As of December 31, 2023, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g)of the Exchange Act filed on January 25, 2024, BlackRock, Inc. was deemed to have sole voting power with respect to17,449,172 shares, sole dispositive power with respect to 19,233,480 shares. The address of BlackRock, Inc. is 50 Hudson
Yards, New York, NY 10001.
(6) Directors’ holdings reported include vested awards deferred under our 2012 Outside Directors’ Stock Plan, as well as
unvested awards granted in fiscal year 2024 and assume they will vest in connection with the fiscal year 2025 Annual
Meeting of Stockholders.
(7) Includes 20 shares held indirectly by trust.
(8) Includes 7,922 shares held indirectly by trust.
(9) Includes 71,549 shares held indirectly by trust.

2024 Proxy Statement | 65

Equity Compensation Plan Information
The following table summarizes the number of outstanding options and awards granted to employees and directors,
as well as the number of securities remaining available for future issuance under these plans as of January 31,
2024:

Plan category

(a)

(b)

Number of securities
to be issued upon
exercise or vestingof outstanding
options and awards(in millions)

Weightedaverage
exercise priceof outstanding
options

Equity compensation plans approved by security holders (1)
Total

5
5

$
$

21.39
21.39

(c)
Number of securities
remaining available for
future issuance underequity compensation plans(excluding securities
reflected in column (a)) (inmillions) (2)1818______________(1) Includes the 2022 Equity Incentive Plan that was approved by Autodesk’s stockholders and became effective on June 16,
2022, and the 2012 Employee Stock Plan, as amended, set forth in Note 4, "Equity Compensation" in the Notes toConsolidated Financial Statements in our Annual Report on Form 10-K filed on June 10, 2024.
(2) Included in this amount are 4 million securities available for future issuance under Autodesk’s Employee Stock Purchase
Plan.

Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than
10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownershipon Form 4 or 5 with the SEC. Such executive officers, directors, and stockholders also are required by SEC rules tofurnish us with copies of all Section 16(a) forms that they file.
Based solely on our review of the copies of such reports furnished to us and written representations that no otherreports were required to be filed, we believe that all reports were filed on a timely basis.

66 | AUTODESK, INC.

Report of the Audit Committee of the Board of Directors
The Audit Committee is a committee of the Board consisting solely of independent directors as required by thelisting standards of the Nasdaq and rules of the SEC. The Audit Committee operates under a written charter
approved by the Board, which is available on Autodesk's website at www.autodesk.com under “Investor Relations ESG - Corporate Governance.” The composition of the Audit Committee, the attributes of its members, and the
responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicablerequirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its
charter and the Audit Committee’s performance on an annual basis.
As described more fully in its charter, the Audit Committee’s role includes the oversight of our financial, accounting
and reporting processes; our system of internal accounting and financial controls; and oversight of the managementof risks associated with Autodesk’s financial reporting, accounting and auditing matters. The Audit Committee is
directly responsible for the selection, appointment, compensation, engagement, retention, termination, and servicesof our independent registered public accounting firm, Ernst & Young LLP (“EY”), including conducting a review of its
independence; reviewing and approving the planned scope of our annual audit; overseeing EY’s audit work;
reviewing and pre-approving any audit and permissible non-audit services and fees that may be performed by EY;
reviewing with management and EY the adequacy of our system of internal financial and disclosure controls;
reviewing our critical accounting policies and the application of accounting principles; monitoring the rotation of EY
partners on our audit engagement team as required by regulation; reviewing Autodesk’s treasury policies and tax
positions; overseeing the performance of our internal audit function; and overseeing our management ofcybersecurity risks relating to financial, accounting, and internal controls. The Audit Committee establishes andoversees Autodesk’s compliance with the procedures for handling complaints regarding accounting, internal
accounting controls, or auditing matters, including procedures for confidential, anonymous submission of concernsby employees regarding accounting and auditing matters. The Audit Committee’s role also includes meeting toreview our annual audited financial statements and quarterly financial statements with management and EY. The
Audit Committee held 8 meetings during fiscal year 2024. Management is responsible for the quarterly and annual
financial statements and the reporting process, including the systems of internal controls. EY is responsible forexpressing an opinion on the conformity of our audited financial statements with generally accepted accounting
principles. Within this context, the Audit Committee reviewed and discussed the audited financial statements forfiscal year 2024 with management and EY.
The Audit Committee has received the written disclosures and letter from EY required by applicable requirements of
the Public Company Accounting Oversight Board (the “PCAOB”) regarding EY’s communications with the Audit
Committee concerning independence, has discussed with EY the independence of that firm, and has considered
whether the provision of non-audit services was compatible with maintaining the independence of that firm. In
addition, the Audit Committee has discussed with EY the matters required to be discussed by the applicablerequirements of the PCAOB. The Audit Committee also discussed with management and with EY the evaluation of
Autodesk’s internal controls and the effectiveness of Autodesk’s internal control over financial reporting, as requiredby Section 404 of the Sarbanes-Oxley Act of 2002.
The Audit Committee discussed with Autodesk’s internal and independent auditors the overall scope and plans fortheir respective audits. In addition, the Audit Committee met with the internal and the independent auditors, with andwithout management present, on a regular basis in fiscal year 2024 and discussed the results of their examinations
and the overall quality of Autodesk’s financial reporting.
On the basis of these reviews and discussions, the Audit Committee recommended to the Board (and the Board has
approved) that Autodesk’s audited financial statements be included in Autodesk’s Annual Report on Form 10-K forthe fiscal year ended January 31, 2024, for filing with the SEC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS*
Karen Blasing (Chair)
Dr. Ayanna Howard
Stephen Milligan* Ms. Blasing was Chair at the time the Audit Committee made the above recommendation to the Board. On June
12, 2024, Mr. French was appointed a member of the Audit Committee and its Chair.

2024 Proxy Statement | 67

Proposal One: Election of Directors
Autodesk's Bylaws permit our Board to establish by resolution the authorized number of directors; currently, elevendirectors are authorized. Accordingly, upon the recommendation of the Corporate Governance and Nominating
Committee, the Board has nominated eleven individuals to be elected at the Annual Meeting. All of the nominees
are presently directors of Autodesk and have consented to being named in this Proxy Statement and serving as
directors if elected. Unless otherwise instructed, the proxy holders will vote the proxies received by them for theeleven nominees named below. Your proxy cannot be voted for more than eleven director candidates.
A majority of the votes cast is required for the election of each director.
____________________________________________________________________________________________THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES LISTED BELOW.
____________________________________________________________________________________________

Name

Age

Andrew Anagnost
Stacy J. Smith
Karen Blasing
Reid French

59
61
67
52

Dr. Ayanna Howard

52

Blake Irving
Mary T. McDowell
Stephen Milligan
Lorrie M. Norrington
Betsy Rafael

64
59
60
64
62

Rami Rahim

53

68 | AUTODESK, INC.

Director
Principal OccupationSince
2017 President and Chief Executive Officer, Autodesk, Inc.
2011 Executive Chairman, Kioxia Corporation2018 Former Chief Financial Officer, Guidewire Software, Inc.
2017 Former Chief Executive Officer, Applied Systems, Inc.
Dean of the College of Engineering at The Ohio State University; CTO,
2019 Co-founder, Zyrobotics
2019 Former Chief Executive Officer, GoDaddy Inc.
2010 Former Chief Executive Officer, Mitel Networks Corporation2018 Former Chief Executive Officer, Western Digital Corporation2011 Adviser and Operating Partner, Lead Edge Capital Management, LLC
2013 Interim Chief Financial Officer, Autodesk, Inc.; Former Chief
Transformation Officer, GoDaddy Inc.
2022 Chief Executive Officer of Juniper Networks, Inc.

Proposal Two: Ratification of the Appointment of
Independent Registered Public Accounting Firm
The Audit Committee has selected Ernst & Young LLP (“EY”) as the independent registered public accounting firm
to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2025, andrecommends that the stockholders vote to ratify that appointment. In the event of a negative vote on this proposal,
the Audit Committee will reconsider its selection. Even if the selection of EY is ratified, the Audit Committee, in its
discretion, may direct the selection of a different independent registered public accounting firm at any time if the
Audit Committee determines that such a change would be in the best interests of Autodesk and its stockholders.
EY has been retained as our independent registered public accounting firm continuously since the fiscal year ended
January 31, 1983. We expect a representative of EY to be present at the Annual Meeting. The representative will
have the opportunity to make a statement if he or she desires to do so and will be available to respond to
appropriate questions.
The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote are
required to ratify the appointment of EY as Autodesk’s independent registered public accounting firm.
____________________________________________________________________________________________THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLPAS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
____________________________________________________________________________________________

Principal Accounting Fees and Services
The following table presents fees billed for professional audit services and other services rendered to Autodesk by
EY and its affiliates for the fiscal years ended January 31, 2024 and 2023.
Fiscal Year 2024
Fiscal Year 2023
(in millions)Audit Fees (1)

$

9.3

$

6.8

Audit-Related Fees (2)—0.2

Tax Fees (3)

0.3

0.2

All Other Fees (4)

—

0.1

Total

$

9.6

$

7.3

_________________
(1)

(2)
(3)
(4)

Audit Fees consisted of fees billed for professional services rendered for the integrated audit of Autodesk’s annual financial
statements and management’s report on internal controls included in Autodesk's Annual Reports on Form 10-K, for thereview of the financial statements included in Autodesk’s Quarterly Reports on Form 10-Q, and for other services, including
statutory audits and services rendered in connection with SEC filings.
Audit-Related Fees consisted of fees for assurance and related services that are reasonably related to the performance of
the audit or review of our financial statements. This category includes fees arising from accounting-related consulting
services.
Tax Fees consisted of fees billed for tax compliance, consultation, and planning services.
Other fees consisted of fees for permissible training programs and subscription fees for an online accounting research tool.

Pre-Approval of Audit and Non-Audit Services
Generally, all audit and non-audit services provided by EY and its affiliates to Autodesk must be pre-approved by the
Audit Committee. The Audit Committee is presented with a detailed listing of the individual audit and non-audit
services and fees (separately describing audit-related services, tax services, and other services) expected to beprovided by EY and its affiliates during the year. The Audit Committee is also responsible for the audit fee
negotiations associated with Autodesk’s retention of EY. Periodically, the Audit Committee receives an update of all

2024 Proxy Statement | 69

pre-approved audit and non-audit services conducted, and information regarding any new audit and non-audit
services to be provided by EY and its affiliates. The Audit Committee reviews the update and approves the
proposed services if they are deemed acceptable.
To ensure prompt handling of unexpected matters, the Chair of the Audit Committee has authority to amend or
modify the list of approved audit and non-audit services and fees so long as such additional or amended services do
not affect EY's independence under applicable SEC rules. The Chair reports any such action taken at subsequent
Audit Committee meetings.

Rotation
The Audit Committee periodically reviews and evaluates the performance of EY’s lead audit partner, oversees therequired rotation of the lead audit partner responsible for our audit, and reviews and considers the selection of thelead audit partner.
At this time, the Audit Committee and the Board believe that the continued retention of EY to serve as our
independent registered public accounting firm is in the best interests of Autodesk and its stockholders.

70 | AUTODESK, INC.

Proposal Three: Non-Binding Vote to Approve
Compensation for Named Executive Officers
The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act enable ourstockholders to vote, on a non-binding advisory basis, to approve the compensation of our named executive officers
as described in the Compensation Discussion and Analysis section and the accompanying compensation tables andnarrative discussion in this Proxy Statement (a “Say-on-Pay” vote). Stockholders are encouraged to read that
information in its entirety to obtain a complete understanding of our executive compensation program philosophy,
design, and linkage to stockholder interests. Since 2011, we have held our Say-on-Pay vote every year. Under ourpolicy of providing for annual votes, we expect that our next Say-on-Pay vote will occur at our 2024 Annual
Stockholder Meeting.
Autodesk has designed its compensation programs to reward executives for producing strong results that arealigned with the interests of our stockholders. We emphasize variable long-term and “at-risk” compensation
dependent upon prospective financial, strategic, and stock price performance and a retrospective assessment of
Autodesk’s success to determine pay opportunities.
The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote are
required to approve, on an advisory basis, the compensation of our named executive officers.
____________________________________________________________________________________________THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE ADVISORY PROPOSAL APPROVING NAMED EXECUTIVE OFFICER COMPENSATION.
____________________________________________________________________________________________

Stockholder Engagement on Executive Compensation
Autodesk and the Committee value the input of our stockholders. The Committee carefully considers stockholder
feedback as part of its ongoing review of our executive compensation programs, design, and metrics, and thisfeedback has informed changes the Committee has made in recent years to align our programs with our business
transformation. At the 2023 Annual Meeting, 89.5% of the votes cast on our say-on-pay proposal were favorable,
reflecting strong stockholder support for our executive compensation programs. In fiscal year 2024, members of ourmanagement team and, in certain instances, independent members of our Board continued our regular outreachand contacted stockholders representing approximately 50% of our outstanding shares. Our management team,and in some cases our independent Chair, met with representatives from active and passive funds to discuss
strategy, our executive and employee compensation programs, capital allocation, progress on our sustainability
strategy, workforce diversity, board composition and skill sets, sustainability, and a broad range of other ESG
issues. This outreach enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder
base. Based on these discussions, the Committee found that our stockholders continued to support our executive
compensation programs and the alignment between executive pay and Autodesk’s performance. The Committee
values stockholder feedback and will continue to consider it, along with input from our independent compensation
consultant, when assessing and enhancing our executive compensation programs and making compensation
decisions for our executive officers.

Compensation Guiding Principles
The Committee believes that Autodesk’s executive compensation program should be designed to attract, motivate,
and retain talented executives and should provide a rigorous framework that is tied to stockholder returns, company
performance, long-term strategic corporate goals, and individual performance. The general compensation objectives
are to:•Recruit and retain the highest caliber of executives through competitive rewards;•

Motivate executive officers to achieve business and financial goals;•

Balance rewards for short- and long-term performance; and•Align rewards with stockholder value creation.

2024 Proxy Statement | 71

Within this framework, the total compensation for each executive officer varies based on multiple dimensions:•

Whether Autodesk achieves its short-term and long-term financial and non-financial objectives;•

Autodesk’s TSR relative to companies in the North American Technology Software Index;•

Autodesk’s progress towards its ESG objectives;•

The specific roles and responsibilities of the officer;•

Each officer’s skills, capabilities, contributions, and performance;•

Internal pay alignment considerations; and•Retention considerations.

Our executive compensation program emphasizes variable compensation with both annual and long-term
performance components. In fiscal year 2024, 95% of our CEO’s and 91% of other NEOs’ total compensation was
variable in nature and “at risk”. 88% of our CEO’s and 83% of other NEOs’ total compensation consisted of longterm equity. Our incentive programs reward strong annual financial and operational performance, as well as relative
TSR over one-, two-, and three-year performance periods. The charts below illustrate the fiscal year 2024 pay mix
between base salary and targeted short- and long-term equity compensation for our CEO and all other NEOs.

Leading Compensation Governance Practices
Autodesk’s executive compensation objectives are supported by policies and strong governance practices that alignexecutives’ interests with the interests of our stockholders. Some of the program’s most notable features arehighlighted in the table below and summarized in the Compensation Discussion and Analysis.
What We Do

What We Do Not Do

a Engage in robust stockholder outreacha significant percentage of NEO total pay to
a Tie
achievement of critical financial objectives andx Allow hedging, pledging, or trading in Autodesk
derivative securities

maximum payouts on performance-based casha Employand equity incentive compensation

Offer executive benefits that differ from thosex offered to our other salaried employees orexcessive perquisitesa Require significant stock ownership holdingsa Include a clawback policy in incentive programs
double-trigger change in control arrangements
a Providewith no excise tax gross-up
a Ensure effective risk management
on an independent compensation committee anda Relyengage an independent compensation consultant

x Use fixed-term employment agreements

stockholder value creation

72 | AUTODESK, INC.

x Reprice stock options

Proposal Four: Amend and Restate Our Certificate ofIncorporation to Permit Stockholders to Call Special
Meetings and to Eliminate Inoperative Provisions
Our Board has unanimously approved, and recommends that our stockholders approve, the amendment andrestatement of our Amended and Restated Certificate of Incorporation (as amended and restated, the “NewCertificate”) to enable stockholders to call special meetings as specified in our further amended and restated Bylaws(the “New Bylaws”), which would allow stockholders who own 25% or more of the voting power of our capital stock
and who comply with the other applicable requirements and procedures set forth in our New Bylaws from time totime to call a special meeting of the stockholders, and to eliminate certain inoperative provisions in our Amended
and Restated Certificate of Incorporation (the “Company Special Meeting Proposal”). Currently, only (i) a majority of
our Board, (ii) the Chairman of our Board or (iii) our Chief Executive Officer or president (in the absence of a Chief
Executive Officer) may call a special meeting of Autodesk’s stockholders.
In addition, our Amended and Restated Certificate of Incorporation currently references the Company’s “Series A
Participating Preferred Stock,” which is no longer operative since the expiration, on December 14, 2005, of therights declared in connection with our previous Preferred Shares Rights Agreement. The proposed amendments in
the New Certificate would eliminate the inoperative references to this class of capital stock.
The description in this Proposal Four should be read in conjunction with the full text of the New Certificate, which
was filed by the Company as Appendix B to this Proxy Statement and is marked to show the proposed
modifications, and the full text of Section 2.3 of the New Bylaws, which was filed by the Company as Appendix C tothis Proxy Statement and is marked to show the proposed modifications.
If Proposal Four is approved by our stockholders, we will promptly file the New Certificate with the Secretary ofState of the State of Delaware. The Board has also adopted the New Bylaws, effective upon the filing of the New
Certificate, to implement the special meeting right, which includes, among other things, the procedural andinformational requirements described below.

Reasons for the Company Special Meeting Proposal
Our Board regularly reviews its corporate governance practices in the context of market trends and stockholder
perspectives, and recognizes that providing stockholders the ability to request special meetings is viewed by somestockholders as an important corporate governance practice. Our Board has therefore determined that it isadvisable at this time to amend the Company’s Certificate of Incorporation to enable shareholders to request special
meetings. Our Board believes that a 25% voting power ownership threshold, with appropriate procedural
requirements and limitations, sets an appropriate level that ensures a stockholder right in the event of a critical,
time-sensitive issue, while still adequately protecting the interests of the Company and the Stakeholders.
In setting this threshold, the Board has considered that special meetings should only be called to discuss critical,
time-sensitive issues that cannot be delayed until Autodesk’s next annual meeting. Further, the Board recognizes
that special meetings impose significant costs, both administrative and operational. Our Board and executive
management team must devote significant time and attention to preparing for a special meeting, taking theirattention away from their primary focus of overseeing and operating our business in the best interest of ourstockholders, customers, employees, partners and the communities in which we operate (collectively, the“Stakeholders”). Because of these reasons, our Board believes that a small percentage of stockholders should not
be able to call a special meeting for their own narrow interests. Our Board also notes that, as of January 2024, outof the companies in the S&P 500 that give stockholders the ability to call a special meeting, approximately half ofsuch companies have a threshold equal to or greater than 25%.

Overview of Related Changes to the New Bylaws
If the Company Special Meeting Proposal is approved by our stockholders, the amendments in the New Bylaws to
implement the special meeting right will become effective, which include, among other things, provisions setting
forth the procedural and informational requirements described below. Our Board believes that these requirements
are important to protect the interests of the Company and the Stakeholders by deterring abuse of the right to call a
special meeting. Among other things, these procedural and informational requirements ensure that the Company

2024 Proxy Statement | 73

avoids duplicative and unnecessary special meetings addressing matters recently considered by stockholders orthat stockholders will soon consider at an upcoming stockholder meeting. In addition, they provide certain
protections with respect to stockholders that may benefit financially from a decline in the market price of theCompany’s stock and provide the Company with adequate information regarding the identity of the requesting
stockholders and the matters proposed to be addressed at the special meeting. These requirements include:•

Any special meeting request must set forth information regarding the business proposed to be conducted at
the special meeting and information regarding the requesting stockholder(s) that is similar to the information
currently required by our current Bylaws in order for a stockholder to nominate directors or propose
business at our annual meetings.

•

The requesting stockholders must demonstrate that they own 25% or more of the voting power ofAutodesk’s capital stock. Ownership of Autodesk’s capital stock will be determined based on a “net long”
ownership definition (generally requiring full voting and investment rights and full economic interest withrespect to the shares).

•

The Chairman of the Board or the Chief Executive Officer will not be required to call a special meeting ofstockholders if:•◦

The procedures in our New Bylaws are not complied with;◦

The business requested to be conducted at the special meeting is not a proper subject for
stockholder action under applicable law;◦

Notice for the requested special meeting is received (i) later than 60 days after the earliest
date that a written request to call a special meeting relating to a substantially similar item ofbusiness and (ii) before the one-year anniversary of such earliest date;◦

A substantially similar item of business will be covered at a stockholder meeting called by
our Board to be held within 90 days after the receipt of notice for the requested special
meeting;◦

A substantially similar item of business was presented at the most recent annual meeting orat any special meeting held within one year prior to the receipt of notice for the requested
special meeting; or◦In certain cases, the requesting stockholders revoke their request or their stock ownershipfalls below the 25% voting power threshold.

The business conducted at any special meeting requested by stockholders will be limited to the purposes
stated in the request for the special meeting, but the Board may include additional matters for consideration.

Required Vote and Impact of Vote
The affirmative vote of a majority of the outstanding shares entitled to vote at the Annual Meeting are required toamend and restate our Amended and Restated Certificate of Incorporation to permit stockholders to call special
meetings as specified in our amended and restated Bylaws, which would allow stockholders holding 25% or more of
the voting power of our capital stock to call special meetings, and to eliminate inoperative provisions.
If our stockholders approve the Company Special Meeting Proposal, we will promptly file with the Secretary of Stateof the State of Delaware the New Certificate attached to this Proxy Statement as Appendix B, and the amendments
to the New Bylaws to implement the special meeting right attached to this Proxy Statement as Appendix C will
become effective. If our stockholders do not approve the Company Special Meeting Proposal, stockholders may nothave the ability to require Autodesk to call a special meeting. In addition, certain inoperative provisions would still
remain in our Amended and Restated Certificate of Incorporation.
As described below in Proposal Five, we were notified that a stockholder intends to present a proposal for
consideration at the Annual Meeting that also addresses stockholders’ ability to call special meetings. Although theCompany Special Meeting Proposal and the stockholder proposal concern the same subject matter, the terms and

74 | AUTODESK, INC.

effects of each proposal differ, including the fact that the stockholder proposal is not binding (it requests that our
Board consider the matter but does not amend either the Amended and Restated Certificate of Incorporation or our
Bylaws).
____________________________________________________________________________________________THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION AND APPROVAL OF THE
AMENDMENT AND RESTATEMENT OF OUR AMENDED AND RESTATED CERTIFICATE OFINCORPORATION TO PERMIT STOCKHOLDERS TO CALL SPECIAL MEETINGS AS SPECIFIED IN OURAMENDED AND RESTATED BYLAWS, WHICH WOULD ALLOW STOCKHOLDERS HOLDING 25% OR MORE
OF THE VOTING POWER OF OUR CAPITAL STOCK TO CALL SPECIAL MEETINGS, AND TO ELIMINATE
INOPERATIVE PROVISIONS.
____________________________________________________________________________________________

2024 Proxy Statement | 75

Proposal Five: Stockholder Proposal to Allow Stockholders
to Call Special Meetings
We have been advised that Myra K. Young, who has indicated that she is a beneficial owner of at least $2,000 inmarket value of our common stock, intends to submit the following proposal at the Annual Meeting.

ITEM 5: Right of Shareholders to Call Special Meetings
RESOLVED: Shareholders of Autodesk Inc. (“Company”) request our Board of Directors take the steps necessary toamend the appropriate company governing documents to give holders with an aggregate of 15% net long of ouroutstanding common stock the power to call a special shareowner meeting. This proposal does not impact our
Board’s current power to call a special meeting.
SUPPORTING STATEMENT: Our Company allows the Board to call a special meeting, whereas Delaware law also
permits companies to allow shareholders to call such meetings. Calling for a special shareholder meeting is hardly
ever used by shareholders. However, management will be incentivized to genuinely engage with shareholders
instead of stonewalling on issues if shareholders have a realistic Plan B option of calling a special shareholder
meeting.
Often, companies claim that shareholders have multiple means to communicate with management
and the board. Still, in most cases, these means are as effective as mailing a postcard. A reasonable shareholder
right to call a special shareholder meeting is essential for effective shareholder engagement with management.
Over 72% of S&P 500 companies allow shareholders to call a special meeting. Between 2021 and 2023, at least
50% of shares at the following companies were voted in favor of shareholder proposals requesting that companies
allow shareholders the right to call special meetings: Mosaic, Zoetis, Bloomin’ Brands, Synopsys, TEGNA, Cerner,
Crown Holdings, Cetene, Agilent Technologies, Beckton Dickinson, Dollar Genera, Thermo Fisher Scientific, andKellanova.
Large funds such as Vanguard, TIAA-CREF, BlackRock, and SSgA Funds Management, Inc. (State Street) support
shareholders' right to call special meetings. For example, BlackRock includes the following in its proxy voting
guidelines: “[S]hareholders should have the right to call a special meeting...”With the widespread use of online shareholder meetings, it is much easier for management to conduct a special
shareholder meeting, and our bylaws thus need to be updated accordingly.
We urge the Board to join the mainstream of major U.S. companies. Establish a right for shareholders owning 15%
of our outstanding common stock to call a special meeting.
Increase Long-Term Shareholder Value
Vote FOR the Right of Shareholders to Call Special Meetings – Proposal 5

76 | AUTODESK, INC.

The Company’s Statement in Opposition to Proposal Five
Our Board recommends a vote “AGAINST” this in light of the Company Special Meeting Proposal (Proposal Four)which, if passed, will amend and restate our Amended and Restated Certificate of Incorporation to permit
stockholders to call special meetings as specified in our New Bylaws, which would enable stockholders owning 25%
or more of the voting power of our capital stock to call a special meeting of the stockholders.

The Stockholder Proposal Is Unnecessary.
Our Board believes that the stockholder proposal is unnecessary in light of Proposal Four, our proposal to enable
stockholders owning 25% or more of the voting power of our capital stock to call a special meeting of thestockholders.
Our Board recognizes that providing stockholders the ability to request special meetings is viewed by somestockholders as an important corporate governance practice. Our Board also believes that special meetings should
only be called to discuss critical, time-sensitive issues that cannot be delayed until Autodesk’s next annual meeting.
In addition, convening a special meeting of stockholders imposes significant costs, both administrative andoperational. Our Board and management must devote significant time and attention to preparing for a special
meeting, taking their attention away from their primary focus of operating our business.
For these reasons, our Board believes that the 25% threshold in Proposal Four sets an appropriate level that
ensures a stockholder right in the event of a critical, time-sensitive issue, while still adequately balancing the bestinterests of the stockholders.

Special Meeting Rights Could be Abused by Special-Interest Stockholder Groups.
Our Board believes that a small minority of new stockholders should not be entitled to use the mechanism of a
special meeting to advance their own special interests. Proposal Four, with a 25% threshold, strikes an appropriatebalance between ensuring that stockholders have the right to request a special meeting on critical matters, while atthe same time protecting against the misuse of the special meeting right by a group of very few stockholders. A
failure to receive 25% support to convene a special meeting is a strong indicator that the issue brought forth isunduly narrow and not deemed a critical issue by Autodesk’s stockholders generally. The 25% threshold is therefore
more appropriate than the 15% threshold in this stockholder proposal. We also note that, as of January 2024, out of
the companies in the S&P 500 that give stockholders the ability to call a special meeting, approximately half of suchcompanies have a threshold equal to or greater than 25%.

Autodesk’s strong corporate governance practices ensure that our Board remains
accountable and responsive to stockholders.
Our Board recognizes that it is accountable to Autodesk’s stockholders. Our Board believes that our governancepractices, which are more fully outlined in “Governance and our Board of Directors” and “Key Highlights of our
Board Corporate Governance Practices,” demonstrate and promote accountability and advance long-term value
creation. Autodesk’s key substantive stockholder rights and strong corporate governance practices include:•

Active Stockholder Engagement Program: During fiscal year 2024, members of our management teamand, in certain instances, independent members of our Board continued our regular outreach and contacted
stockholders representing approximately 50% of Autodesk shares, and provided stockholder feedback to
the Board.

•

Majority-Independent Board: Having an independent Board is a key component of our governancestrategy. Each of our directors, other than Dr. Anagnost, our Chief Executive Officer, and Ms. Rafael, ourInterim Chief Financial Officer, is an “independent director” within the meaning of applicable Nasdaq listing
standards.
Fully Independent Committees: We believe having independent committees with independent chairs is an
important aspect of the leadership structure of our Board. Our Board has three standing committees
consisting entirely of independent directors.

•

2024 Proxy Statement | 77•Separate Chair and CEO: We currently separate the roles of Chairman and CEO. Our Chair has a clearly
defined set of responsibilities, significant authority, and provides independent Board leadership.

•

Board Refreshment: We are committed to board refreshment. We aim to strike a balance between
retaining directors with deep knowledge of Autodesk and adding directors with a fresh perspective. We
regularly assess the balance of skills on our Board to ensure we have a diverse mix of perspectives tosupport our strategy. The average tenure for our director nominees is 7.8 years.

•

Annual Elections of Directors and Majority Voting: All of our directors are elected annually by ourstockholders. We have a majority voting standard for the election of directors in uncontested elections.

•

Proxy Access Right on Market Terms: Our Bylaws provide for proxy access nominations of director
candidates by eligible stockholders on market terms.

•

Stockholder Action by Written Consent: Our Bylaws provide our stockholders to act by written consent.
To date, our stockholders have not utilized this ability.

Required Vote
The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote are
required to approve, on an advisory basis, the vote upon the stockholder proposal, if properly presented, to enable
stockholders holding 15% or more of our common stock to call special meetings.
____________________________________________________________________________________________THE BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL TO
ENABLE STOCKHOLDERS WHO HOLD 15% OR MORE OF OUR COMMON STOCK TO CALL SPECIALMEETINGS.
____________________________________________________________________________________________

78 | AUTODESK, INC.

Information About the 2024 Annual Meeting of Stockholders
Location, Stock Ownership, Quorum, and Voting
Q: Where is the Annual Meeting?
___________________________________________________________________________________________
A: The Annual Meeting will be held in a virtual format only at www.virtualshareholdermeeting.com/ADSK2024.
Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions and vote online.
Q: Who is entitled to vote at the Annual Meeting?
____________________________________________________________________________________________
A: Holders of record of Autodesk’s common stock, par value $0.01 per share, at the close of business on May 29,
2024 (the “Record Date”) are entitled to receive notice of and to vote their shares at the Annual Meeting. Beneficial
owners at the close of business on the Record Date have the right to direct their broker, trustee, or nominee on how
to vote their shares, as described below. Stockholders are entitled to cast one vote for each share of common stockthey hold as of the Record Date.
As of the Record Date, there were 215,508,514 shares of common stock outstanding and entitled to vote at theAnnual Meeting. No shares of Autodesk’s preferred stock were outstanding.
Our list of stockholders as of the Record Date will be available for inspection for the ten days prior to the Annual
Meeting. If you want to inspect the stockholder list, email our Investor Relations department at
investor.relations@autodesk.com to make arrangements.
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
____________________________________________________________________________________________
A: Stockholders of record. If your shares are registered directly in your name with Autodesk’s transfer agent,
Computershare Investor Services LLC, you are considered the “stockholder of record” with respect to those shares.
If you are a stockholder of record, Autodesk sent these proxy materials directly to you.
Beneficial owners. Most Autodesk stockholders hold their shares through a broker or other agent rather thandirectly in their own names. If your shares are held in a brokerage account or by a broker or other agent, you areconsidered the “beneficial owner” of shares held in “street name.” If you hold your shares in street name, theseproxy materials have been forwarded to you by your broker or other agent. That entity is considered the stockholderof record with respect to those shares. As the beneficial owner, you have the right to direct your broker or otheragent on how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote theseshares in person at the Annual Meeting without the control number on your proxy card, or voting instruction form, orin the email sending you the Proxy Statement. You may contact your broker or other institution where you hold youraccount if you have questions about obtaining your control number.
Q: How many shares must be present or represented by proxy to conduct business at the Annual Meeting?
____________________________________________________________________________________________
A: The presence of the holders of a majority of the shares of common stock entitled to vote at the Annual Meeting isnecessary to constitute a quorum. Stockholders are counted as present if they attend the Annual Meeting in person(virtually) or have properly submitted a proxy. Abstentions and “broker non-votes” are counted as present andentitled to vote and are therefore included for purposes of determining whether a quorum is present at the Annual
Meeting.

2024 Proxy Statement | 79

Q: What are “broker non-votes”?
____________________________________________________________________________________________
A: Generally, if shares are held in street name, the beneficial owner is entitled to give voting instructions to thebroker or other agent holding the shares. If the beneficial owner does not provide voting instructions, the broker orother agent can vote the shares with respect to matters that are considered “routine,” but not with respect to “nonroutine” matters, resulting in a “broker non-vote.” Accordingly, if you own shares through a broker or other agent,please be sure to give voting instructions so your vote will be counted on all proposals that come before the Annual
Meeting.
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm forthe fiscal year ending January 31, 2025 (Proposal Two) is considered routine under applicable rules, so there
should not be any broker non-votes in connection with Proposal Two. The election of the eleven directors listed in
the accompanying Proxy Statement (Proposal One), the advisory vote on executive compensation (Proposal
Three), the proposal to amend and restate our Amended and Restated Certificate of Incorporation to permit
stockholders to call special meetings as specified in our Amended and Restated Bylaws, which would allow
stockholders holding 25% or more of the voting power of our capital stock to call special meetings, and to eliminate
inoperative provisions (Proposal Four) and the vote on the stockholder proposal to allow stockholders to call special
meetings (Proposal Five) are considered non-routine matters, so there may be broker non-votes on Proposals One,Three, Four and Five.
Q: How can I vote my shares during the Annual Meeting?
____________________________________________________________________________________________
A: Whether you hold shares in your name or in street name, you should follow the instructions at
www.virtualshareholdermeeting.com/ADSK2024 to vote during the Annual Meeting.
Even if you plan to virtually attend the Annual Meeting, we recommend that you also submit your proxycard or follow the voting instructions described below to vote in advance of the meeting so that your votewill be counted if you later decide not to attend.
Q: How can I vote my shares without attending the Annual Meeting?
____________________________________________________________________________________________
A: If you are a stockholder of record, you may instruct the proxy holders how to vote your shares in one of threeways:•

by using the internet voting site listed on the proxy card,•by calling the toll-free telephone number listed on the proxy card, or•by completing, signing, dating, and returning the proxy card in the postage pre-paid envelope provided.

Proxy cards submitted by mail must be received by the time the Annual Meeting begins in order for the relatedshares to be voted. If you return a signed proxy card without giving specific voting instructions, your shares will bevoted as recommended by the Board.
Specific instructions for using the telephone and internet voting systems are on the proxy card. The telephone andinternet voting systems for stockholders of record will be available until 11:59 p.m. Eastern Time on July 15, 2024.
If you are a beneficial owner, you will receive instructions from your broker or other agent that you must follow inorder to have your shares voted. These instructions will indicate if internet and telephone voting are available and, if
so, how to access and use those methods.

80 | AUTODESK, INC.

Q: What is the voting requirement to approve these proposals?
____________________________________________________________________________________________
A: Proposal One. A majority of the votes duly cast is required for the election of each director. If the number ofshares voted “for” a director nominee exceeds the number of votes cast “against,” the nominee will be elected as adirector of Autodesk to serve until the next annual meeting or until his or her successor has been duly elected andqualified.
You may vote “for,” “against,” or “abstain” on each of the eleven nominees for election as director. Abstentions andbroker non-votes will not affect the outcome of the election.
Proposal Two. The affirmative vote of a majority of the shares present in person or represented by proxy andentitled to vote are required to ratify the appointment of Ernst & Young LLP as Autodesk’s independent registeredpublic accounting firm.
You may vote “for,” “against,” or “abstain” on this proposal. Abstentions are deemed to be votes cast and havethe same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast andare not included in the tabulation of the voting results on this proposal.
Proposal Three. The affirmative vote of a majority of the shares present in person or represented by proxy andentitled to vote are required to approve, on an advisory basis, the compensation of our named executive officers.
You may vote “for,” “against,” or “abstain” on this proposal. Abstentions are deemed to be votes cast and havethe same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast andare not included in the tabulation of the voting results on this proposal.
Proposal Four. The affirmative vote of a majority of the outstanding shares entitled to vote at the Annual Meetingare required to amend and restate our Amended and Restated Certificate of Incorporation to permit stockholders tocall special meetings as specified in our amended and restated Bylaws, which would allow stockholders holding
25% or more of the voting power of our capital stock to call special meetings, and to eliminate inoperative
provisions.
You may vote “for,” “against,” or “abstain” on this proposal. Abstentions and broker non-votes have the same
effect as a vote against this proposal.
Proposal Five. The affirmative vote of a majority of the shares present in person or represented by proxy andentitled to vote are required to approve, on an advisory basis, the vote upon the stockholder proposal, if properly
presented, to enable stockholders holding 15% or more of our common stock to call special meetings.
You may vote “for,” “against,” or “abstain” on this proposal. Abstentions are deemed to be votes cast and havethe same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast andare not included in the tabulation of the voting results on this proposal.
Q: What happens if I do not cast a vote?
____________________________________________________________________________________________
A: Stockholders of record. If you are a stockholder of record and you do not cast your vote, no votes will be caston your behalf on any of the items of business at the Annual Meeting.
Beneficial owners. If you hold your shares in street name and you do not cast your vote, your broker, trustee, or
nominee can use its discretion to vote on the ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm (Proposal Two). However, you must cast your vote if you want it tocount in any of: the election of directors (Proposal One), the non-binding approval of compensation for our named
executive officers (Proposal Three), the proposal to amend and restate our Amended and Restated Certificate ofIncorporation to permit stockholders to call special meetings as specified in our Amended and Restated Bylaws,
which would allow stockholders holding 25% or more of the voting power of our capital stock to call special
meetings, and to eliminate inoperative provisions (Proposal Four) and the vote on the stockholder proposal to allow

2024 Proxy Statement | 81

stockholders to call special meetings (Proposal Five). Your broker may not vote your uninstructed shares withrespect to Proposals One, Three, Four and Five.
Q: How does the Board recommend that I vote?
____________________________________________________________________________________________
A: The Board unanimously recommends that you vote your shares FOR the election of each of the elevennominees listed in Proposal One, FOR the ratification of the appointment of Ernst & Young LLP as Autodesk's
independent registered public accounting firm for the fiscal year ending January 31, 2025, FOR the approval, on anadvisory basis, of the compensation of our named executive officers, FOR the proposal to amend and restate ourAmended and Restated Certificate of Incorporation to permit stockholders to call special meetings as specified in
our Amended and Restated Bylaws, which would allow stockholders holding 25% or more of the voting power of ourcapital stock to call special meetings, and to eliminate inoperative provisions and AGAINST the stockholder
proposal to allow stockholders to call special meetings.
Q: If I sign a proxy, how will it be voted?
____________________________________________________________________________________________
A: All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual
Meeting and not revoked before the polls are closed will be voted in accordance with the instructions on those proxycards. If there are no instructions on an otherwise properly executed proxy card, the shares represented by thatproxy card will be voted as recommended by the Board.
Q: What happens if additional matters are presented at the Annual Meeting?
____________________________________________________________________________________________
A: If any other matters are properly presented for consideration at the Annual Meeting, including, among otherthings, consideration of a motion to adjourn the Annual Meeting to another time or place (for the purpose of soliciting
additional proxies or otherwise), the persons named as proxies will have discretion to vote on those matters inaccordance with their best judgment. We do not currently anticipate that any other matters will be raised at theAnnual Meeting.
Q: Can I change or revoke my vote?
____________________________________________________________________________________________
A: If you are a stockholder of record, there are three ways you can change your vote.
•

Before your shares are voted at the Annual Meeting, you can file with Autodesk’s Chief Legal Officer awritten notice of revocation or a duly executed proxy card, in either case dated later than the proxy card you
wish to change.

•

You can attend the Annual Meeting and vote online with your control number. Simply attending the Annual
Meeting without actually voting will not revoke a proxy.

•

If you voted online or by telephone, you may change that vote by voting again, either by making a timely
and valid internet or telephone vote or by voting online during the Annual Meeting.

Any written notice of revocation or subsequent proxy card should be delivered to Autodesk’s Chief Legal Officer orsent to Autodesk, Inc., One Market Street, Ste. 400, San Francisco, California 94105, Attention: Chief Legal Officer,
and must be received by the Chief Legal Officer before the vote at the Annual Meeting.
If you are a beneficial owner of shares held in street name, you can submit new voting instructions to your broker orother agent or you can attend the Annual Meeting and vote online with your control number.
Q: Who will bear the costs of soliciting votes for the Annual Meeting?
____________________________________________________________________________________________
A: Autodesk will bear all expenses of soliciting proxies, including the cost of preparing and mailing these proxymaterials. Autodesk may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons
representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to

82 | AUTODESK, INC.

such beneficial owners. Directors, officers, and other employees of Autodesk also may solicit proxies in person or byother means of communication. These individuals may be reimbursed for reasonable out-of-pocket expenses inconnection with such solicitation, but will not receive any additional compensation. Autodesk has engaged theservices of MacKenzie Partners, Inc., a professional proxy solicitation firm, to help us solicit proxies fromstockholders, including certain brokers, trustees, nominees, and other institutional owners, for a fee ofapproximately $50,000 plus costs and expenses.
Q: Where can I find the voting results of the Annual Meeting?
____________________________________________________________________________________________
A: We intend to announce preliminary voting results at the Annual Meeting and expect to provide final results in a
Current Report on Form 8-K within four business days of the Annual Meeting.

2024 Annual Meeting
Q: Why am I receiving these proxy materials?
____________________________________________________________________________________________
A: The Board is providing these proxy materials to you in connection with the solicitation of proxies for use at our
2024 Annual Meeting of Stockholders, to be held on Tuesday, July 16, 2024, at 3:00 p.m. Pacific Time, and at any
adjournment, postponement, or other delay thereof for the purpose of considering and acting upon the matters set
forth in this Proxy Statement. This Proxy Statement, the accompanying proxy card and our fiscal year 2024 Annual
Report are first being mailed on or about June 14, 2024 to all stockholders entitled to receive notice of and to vote at
the Annual Meeting.
Q: What proposals will be voted on at the Annual Meeting?
____________________________________________________________________________________________
A: At the Annual Meeting, stockholders will be asked to vote:
1. To elect the eleven directors named in this Proxy Statement to serve for the coming year and until theirsuccessors are duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as Autodesk's independent registered public accounting firm
for the fiscal year ending January 31, 2025;
3. To hold a non-binding vote to approve the compensation of our named executive officers; and4. To amend and restate our Amended and Restated Certificate of Incorporation to permit stockholders to callspecial meetings as specified in our Amended and Restated Bylaws, which would allow stockholders
holding 25% or more of the voting power of our capital stock to call special meetings, and to eliminate
inoperative provisions; and5. To consider and vote upon a stockholder proposal, if properly presented at the Annual Meeting, to enable
stockholders holding 15% or more of our common stock to call special meetings.
Q: Can I attend the Annual Meeting?
____________________________________________________________________________________________
A: Stockholders as of the Record Date will need to use their control number on their proxy card to log into
www.virtualshareholdermeeting.com/ADSK2024 to attend online and participate in the Annual Meeting. We
encourage you to access the meeting prior to the start time. Please allow ample time for online check-in. You will beable to ask questions and vote online by following the instructions at that website.
Q: How may I obtain a copy of Autodesk’s corporate governance documents?
____________________________________________________________________________________________
A: You can obtain a copy of the full text of the corporate governance documents discussed herein free of charge
from www.autodesk.com under “Investor Relations - ESG - Corporate Governance.” We will also provide any of theforegoing information to a stockholder without charge upon written request.

2024 Proxy Statement | 83

Additional Information About the Proxy Materials
Q: What should I do if I receive more than one set of proxy materials?
____________________________________________________________________________________________
A: You may receive more than one Proxy Statement, proxy card, or voting instruction card. For example, if you holdyour shares in more than one brokerage account, you may receive a separate voting instruction card for eachaccount. If you are a stockholder of record and your shares are registered in more than one name, you may receive
more than one proxy card. Please complete, sign, date, and return each proxy card or voting instruction card thatyou receive to ensure that all your shares are voted.
Q: How may I obtain a separate set of proxy materials and fiscal year 2024 Annual Report?
____________________________________________________________________________________________
A: If you share an address with another stockholder, it is possible you will not each receive a separate copy of theproxy materials and fiscal year 2024 Annual Report. If you wish, you may request individual documents by sending
an email to investor.relations@autodesk.com. Stockholders who share an address and receive multiple copies ofour proxy materials and fiscal year 2024 Annual Report can request to receive a single copy in the same manner.
Q: What is the mailing address for Autodesk’s principal executive offices?
____________________________________________________________________________________________
A: Autodesk’s principal executive offices are located at One Market Street, Ste. 400, San Francisco, California
94105. Any written requests for additional information, additional copies of the proxy materials and fiscal year 2024
Annual Report, notices of stockholder proposals, recommendations for candidates to the Board, communications to
the Board, or any other communications should be sent to this address.
Our internet address is www.autodesk.com. The information posted on our website is not incorporated into this
Proxy Statement.

Stockholder Proposals and Director Nominations for 2025 Annual
Meeting
Q: How may I submit a proposal, director nomination, or present matters at next year’s stockholders
meeting?
____________________________________________________________________________________________
A: You should comply with applicable Bylaws and SEC requirements, which are identified in the table below.
Submission
Rules and Requirements
Stockholder proposals for SEC Rule 14a-8
inclusion in next year’s
annual meeting proxymaterials
Proxy Access Director
Section 2.5(d) of Bylaws
Nominees

Deadline
No later than close of business (5:00 p.m. Pacific Time) on
February 14, 2025

Notice Provision for Other
Items of Business or nonProxy Access Director
Nominees

Between March 18, 2025, and 5:00 pm Pacific time on
April 17, 2025, assuming we do not change the date ofour 2025 meeting to be more than 25 days before or after
the first anniversary date of our 2024 Annual Meeting

84 | AUTODESK, INC.

Section 2.5(a) and (b) of
Bylaws

Between January 15, 2025 and close of business on
February 14, 2025 assuming we do not change the dateof our 2025 meeting date to be more than 25 days before
or after the first anniversary of our 2024 Annual MeetingStockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees
submitted under the advance notice requirements of our Bylaws must comply with the additional requirements ofRule 14a-19(b). We encourage stockholders who wish to submit a proposal or nomination to seek independent
counsel. Autodesk will not consider any proposal or nomination that is not timely or otherwise does not meet the
Bylaw and SEC requirements. We reserve the right to reject, rule out of order, or take other appropriate action withrespect to any proposal that does not comply with these and other applicable requirements.
Q: How do I submit a stockholder proposal and / or director nomination?
____________________________________________________________________________________________
A: All notices of proposals by stockholders should be emailed to board-administrator@autodesk.com or mailed to
Autodesk, Inc., One Market Street, Ste. 400, San Francisco, California 94105, Attention: Chief Legal Officer.

Other Matters
The Board does not know of any other matters to be presented at the Annual Meeting. If any other matters areproperly presented at the Annual Meeting, shares of common stock represented by proxy will be voted inaccordance with the discretion of the proxy holders.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you
hold. Autodesk urges you to vote at your earliest convenience.
THE BOARD OF DIRECTORSSan Francisco, California
June 14, 2024

2024 Proxy Statement | 85

Appendix A: Reconciliation of GAAP financial measures to
non-GAAP financial measures
This Proxy Statement contains information regarding non-GAAP financial measures: non-GAAP income fromoperations and free cash flow. Non-GAAP income from operations is calculated as our income from operations
adjusted to exclude stock-based compensation expense, amortization of developed technologies, amortization ofpurchased intangibles, acquisition-related costs, and lease-related asset impairments and other charges. Free cash
flow represents cash flow provided by operating activities minus capital expenditures.
We believe that these non-GAAP financial measures are appropriate to enhance an overall understanding of our
fiscal year 2024 performance in relation to the principal elements of Autodesk’s annual executive compensation
program considered by the Compensation and Human Resources Committee, as described in the Compensation
Discussion and Analysis section of this Proxy Statement.
There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are notprepared in accordance with generally accepted accounting principles and may be different from non-GAAP
financial measures used by other companies. Non-GAAP financial measures are limited in value because theyexclude certain items that may have a material impact upon our reported financial results. The presentation of these
non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the directlycomparable financial measures prepared in accordance with GAAP in the United States.

2024 Proxy Statement | A-1

The following tables reflect Autodesk's GAAP results reconciled to non-GAAP results included in this Proxy
Statement:
Fiscal Year Ended January 31,
2024

GAAP operating margin
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Acquisition-related costs
Lease-related asset impairments and other charges
Non-GAAP operating margin (1)GAAP Income from operations
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Acquisition-related costs
Lease-related asset impairments and other charges
Non-GAAP income from operations$

GAAP diluted net income per share
Stock-based compensation expense
Amortization of developed technologies
Amortization of purchased intangibles
Acquisition-related costs
Lease-related asset impairments and other charges
Loss on strategic investments and dispositions, net
Establishment (release) of valuation allowance on deferred tax assets
Discrete GAAP tax items
Income tax effect of non-GAAP adjustments
Non-GAAP diluted net income per share$

Net cash provided by operating activities
Capital expenditures
Free cash flow$_______________(1)

Totals may not sum due to rounding.

A-2 | AUTODESK, INC.

2023

(Unaudited)
21 %
13 %
1%
1%
1%
—%
36 %

(in millions)

$

$

$

1,128
703
43
41
33
14
1,962

$

4.19
3.26
0.20
0.19
0.15
0.06
0.15
0.07
(0.15)(0.52)
7.60

$

1,313
(31)
1,282

$

$

$

$

20 %
13 %
1%
1%
—%
1%
36 %
989
660
53
40
10
33
1,785
3.78
3.03
0.24
0.18
0.05
0.15
—
(0.18)
0.13(0.75)
6.63
2,071
(40)
2,031

Appendix B: Proposed Amended and Restated Certificate
of Incorporation
Exhibit 3.1
AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OF
AUTODESK, INC.
(Pursuant to Sections 242 and 245 of theGeneral Corporation Law of the State of Delaware)
Carol A. Bartz and Marcia K. Sterling each hereby certifies:
FIRST: They are the Chief Executive Officer and Secretary, respectively, of Autodesk, Inc., a corporation
organized and existing under and by virtue of the provisions of the General Corporation Law of the State of
Delaware (the “General Corporation Law”);,
SECOND: The original Certificate of Incorporation of this corporation, originally filed on May 10, 1994,
together with all subsequent amendments thereto, is hereby amended and restated in its entirety to read as follows:
DOES HEREBY CERTIFY:FIRST: That the name of this corporation is Autodesk, Inc. and that this corporation was originallyincorporated pursuant to the General Corporation Law on May 10, 1994.
SECOND: That this Amended and Restated Certificate of Incorporation of this corporation was duly
adopted in accordance with Sections 242 and 245 of the General Corporation Law.
THIRD: That the Amended and Restated Certificate of Incorporation of this corporation be amended andrestated in its entirety as follows:
ARTICLE I
The name of this corporation is Autodesk, Inc. (the “Corporation”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center,1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent atsuch address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may beorganized under the General Corporation Law.
ARTICLE IV
Section 1. Classes of Stock. The Corporation is authorized to issue two classes of stock to be designatedrespectively Common Stock and Preferred Stock. The total number of shares of all classes of stock which the
Corporation has authority to issue is Seven Hundred Fifty Million (750,000,000) shares of Common Stock, $0.01 parvalue (the “Common Stock”), and Two Million (2,000,000) shares of Preferred Stock, $0.01 par value (the“Preferred Stock”). Of the Preferred Stock, 750,000 shares are hereby designated as Series A Participating
Preferred Stock, par value $0.01 per share (the “Series A Participating Preferred Stock”).
Section 2. Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized subject to limitations prescribed by law, to fix by resolution or resolutions thedesignations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each suchseries of Preferred Stock, including without limitation authority to fix by resolution or resolutions, the dividend rights,

2024 Proxy Statement | B-1

dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and liquidation preferences of any wholly unissued series of Preferred Stock, and thenumber of shares constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of authorizedshares of the class) or decrease (but not below the number of shares of any such series then outstanding) the
number of shares of any series, the number of which was fixed by it, subsequent to the issue of shares of suchseries then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations andrestrictions thereof stated in the resolution of the Board of Directors originally fixing the number of shares of suchseries. If the number of shares of any series is so decreased, then the shares constituting such decrease shallresume the status which they had prior to the adoption of the resolution originally fixing the number of shares ofsuch series.
Section 3. Series A Participating Preferred Stock. The relative rights, preferences, privileges and restrictionsof the Series A Participating Preferred Stock are as follows:(a) Dividends and Distributions.
(i) Subject to the prior and superior right of the holders of any shares of any series of Preferred Stockranking prior and superior to the shares of Series A Participating Preferred Stock with respect to dividends, theholders of shares of Series A Participating Preferred Stock shall be entitled to receive when, as and if declared by
the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last
day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly
Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of ashare or fraction of a share of Series A Participating Preferred Stock, in an amount per share (rounded to thenearest cent) equal to, subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate pershare amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all noncash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since
the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Preferred Stock.
In the event the Corporation shall at any time after December 14, 1995 (the “Rights Dividend Declaration Date”)(A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding
Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, then in each suchcase the amount to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior
to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, thenumerator of which is the number of shares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that were outstanding immediately prior to such
event.
ii. The Corporation shall declare a dividend or distribution on the Series A Participating Preferred Stock asprovided in paragraph (i) above immediately after it declares a dividend or distribution on the Common Stock (otherthan a dividend payable in shares of Common Stock).
iii. Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Participating
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares ofSeries A Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date ofissue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive aquarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shallbegin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shallnot bear interest. Dividends paid on the shares of Series A Participating Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on ashare-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A Participating Preferred Stock entitled to receive payment of adividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed forthe payment thereof.
(b) Voting Rights. The holders of shares of Series A Participating Preferred Stock shall have the following
voting rights:

B-2 | AUTODESK, INC.

(i) Subject to the provision for adjustment hereinafter set forth, each share of Series A Participating
Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholdersof the Corporation. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (A)declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding
Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, then in each suchcase the number of votes per share to which holders of shares of Series A Participating Preferred Stock wereentitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator ofwhich is the number of shares of Common Stock outstanding immediately after such event and the denominator ofwhich is the number of shares of Common Stock that were outstanding immediately prior to such event.
(ii) Except as otherwise provided herein or by law, the holders of shares of Series A Participating Preferred
Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to avote of stockholders of the Corporation.
(iii) Except as required by law, holders of Series A Participating Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
(c) Certain Restrictions.
(i) The Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase orotherwise acquire for consideration any shares of Common Stock after the first issuance of a share or fraction of ashare of Series A Participating Preferred Stock unless concurrently therewith it shall declare a dividend on the
Series A Participating Preferred Stock as required by Section 3(a) hereof.
(ii) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating
Preferred Stock as provided in Section 3(a) are in arrears, thereafter and until all accrued and unpaid dividends anddistributions, whether or not declared, on shares of Series A Participating Preferred Stock outstanding shall havebeen paid in full, the Corporation shall not:(A) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise
acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Participating Preferred Stock;(B) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity(either as to dividends or upon liquidation, dissolution or winding up) with Series A Participating Preferred Stock,
except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares arethen entitled;(C) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity(either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Participating Preferred Stock;(D) purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock, or
any shares of stock ranking on a parity with the Series A Participating Preferred Stock, except in accordance with apurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of suchshares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates andother relative rights and preferences of the respective series and classes, shall determine in good faith will result infair and equitable treatment among the respective series or classes.
(iii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire forconsideration any shares of stock of the Corporation unless the Corporation could, under paragraph (i) of thisSection 3(c), purchase or otherwise acquire such shares at such time and in such manner.
(d) Reacquired Shares. Any shares of Series A Participating Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock andmay be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth herein.

2024 Proxy Statement | B-3

(e) Liquidation, Dissolution or Winding Up.
(i) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A
Participating Preferred Stock shall have received $1,000.00 per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation
Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Participating Preferred Stock unless, prior thereto,the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal
to the quotient obtained by dividing (A) the Series A Liquidation Preference by (B) 1,000 (as appropriately adjusted
as set forth in subparagraph (iii) below to reflect such events as stock splits, stock dividends and recapitalization
with respect to the Common Stock) (such number in clause (B), the “Adjustment Number”). Following the paymentof the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Participating Preferred Stock and Common Stock, respectively, holders of Series A Participating
Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of theremaining assets to be distributed in the ratio of the Adjustment Number to one with respect to such Preferred Stockand Common Stock, on a per share basis, respectively.
(ii) In the event, however, that there are not sufficient assets available to permit payment in full to the Series
A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on
a parity with the Series A Participating Preferred Stock, then such remaining assets shall be distributed ratably tothe holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that
there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining
assets shall be distributed ratably to the holders of Common Stock.
(iii) In the event the Corporation shall at any time after the Rights Dividend Declaration Date (A) declare any
dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or(C) combine the outstanding Common Stock into a smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(f) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are exchanged for or changed into otherstock or securities, cash and/or any other property, then in any such case the shares of Series A Participating
Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to theprovision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration
Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each suchcase the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A
Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which isthe number of shares of Common Stock outstanding immediately after such event and the denominator of which isthe number of shares of Common Stock that were outstanding immediately prior to such event.
(g) No Redemption. The shares of Series A Participating Preferred Stock shall not be redeemable.
(h) Ranking. The Series A Participating Preferred Stock shall rank junior to all other series of the
Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
(i) Amendment. This Amended and Restated Certificate of Incorporation of the Corporation shall not be
further amended in any manner which would materially alter or change the powers, preference or special rights of
the Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders
of a majority or more of the outstanding shares of Series A Participating Preferred Stock, voting separately as aclass.

B-4 | AUTODESK, INC.

(j) Fractional Shares. Series A Participating Preferred Stock may be issued in fractions of a share whichshall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of holders of Series A Participating Preferred
Stock.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
The election of directors need not be by written ballot unless a stockholder demands election by written
ballot at a meeting of stockholders and before voting begins or unless the Bylaws of the Corporation shall so
provide.
ARTICLE VII
The number of directors which constitute the whole Board of Directors of the Corporation shall be
designated in the Bylaws of the Corporation.
ARTICLE VIII
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Boardof Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE IX
To the fullest extent permitted by the General Corporation Law as the same exists or may hereafter beamended, no director of the Corporation shall be personally liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Amended andRestated Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article inrespect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise,prior to such amendment, repeal or adoption of an inconsistent provision.
ARTICLE X
At the election of directors of the Corporation, each holder of stock of any class or series shall be entitled to
one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors.
ARTICLE XI
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the
Corporation may provide. Subject to the terms of any series of Preferred Stock, special meetings of thestockholders may be called only by (i) the Board of Directors of acting pursuant to a resolution adopted by a majorityof the whole Board of Directors; (ii) the chairman of the Board of Directors; (iii) the chief executive officer of the
Corporation or the president of the Corporation (in the absence of the chief executive officer); or (iv) the chairman of
the Board of Directors or the chief executive officer of the Corporation at the written request of one or more
stockholders of record who have delivered such request in accordance with and subject to the procedures andconditions and any other provisions set forth in the Bylaws of the Corporation (as amended from time to time).
Special meetings of stockholders may not be called by any other person or persons. Advance notice of stockholder
nominations for the election of directors and of business to be brought by stockholders before any meeting of thestockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. Business
transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.
The books of the Corporation may be kept (subject to any provision contained in the laws of the State of Delaware)outside of the State of Delaware at such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.
ARTICLE XII
The Corporation reserves the right to amend, alter, change or repeal any provision contained in thisAmended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of theState of Delaware, and all rights conferred herein are granted subject to this reservation.

2024 Proxy Statement | B-5

THIRD: This Amended and Restated Certificate of Incorporation has been duly adopted by the Board of
Directors of this Corporation in accordance with Sections 242 and 245 of the General Corporation Law.
-7FOURTH: This Amended and Restated Certificate of Incorporation has been duly approved, in accordancewith Section 242 of the General Corporation Law, by vote of the holders of a majority of the outstanding stock
entitled to vote thereon.
[remainder of page left blank]

B-6 | AUTODESK, INC.

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Certificate ofIncorporation on this 19 has been duly executed by a duly authorized officer of this corporation on this [_] day ofSept.[ ], 20052024.

/s/ Carol A. Bartz Carol A. Bartz
Carol A. Bartz
Chief Executive Officer/s/ Marcia K. Sterling
Marcia K. Sterling
Secretary/s/[NAME][Title]2024 Proxy Statement | B-7

Appendix C: Proposed Amended and Restated Bylaws
Section 2.3
2.3

1.3SPECIALSPECIAL MEETING.

(a)(a)A special meeting of the stockholders may be called at any time only by the board of
directors acting pursuant to a resolution adopted by a majority of the Whole Board, the chairman of the board, thechief executive officer or the president (in the absence of a chief executive officer), or the chairman of the board or
the chief executive officer at the written request of one or more stockholders of record who have (or who are acting
on behalf of beneficial owners who have) an aggregate net long position (as determined below) representing notless than 25 percent of the voting power of the outstanding shares of capital stock of the corporation as of the
Ownership Record Date (as defined below)(such aggregate net long position, the “Required Percentage”), but a
special meeting may not be called by any other person or persons. For purposes of this Section 2.3 and for
determining the Required Percentage, net long position shall be determined in accordance with Rule 14e-4 under
the Exchange Act (defined below) with respect to each stockholder requesting a special meeting and eachbeneficial owner who is directing a stockholder to act on such owner’s behalf (each stockholder and beneficial
owner, a “party”), provided that (A) for purposes of such definition, in determining such party’s “short position,” thereference in Rule 14e-4 to “the date that a tender offer is first publicly announced or otherwise made known by thebidder to holders of the security to be acquired” shall be the Ownership Record Date (as defined below), and thereference to the “highest tender offer price or stated amount of the consideration offered for the subject security”
shall refer to the closing sales price of the corporation’s common stock on the principal U.S. exchange upon which
the corporation’s common stock is listed on such record date (or, if such date is not a trading day, the next
succeeding trading day) and (B) the net long position of such party (and the voting power attributable thereto) shallbe reduced by the number of shares of the corporation’s capital stock (and the voting power represented thereby)
as to which the board of directors determines that such party does not, or will not, have the right to vote or direct thevoting of at the special meeting or as to which the board of directors determines that such party has entered into
any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part,
directly or indirectly, any of the economic consequences of ownership of such shares. The board of directors, acting
pursuant to a resolution adopted by a majority of the Whole Board, may cancel, recess, postpone or reschedule any
previously scheduled special meeting at any time, before or after the notice for such meeting has been sent to thestockholders.
(b)(b)The notice of a special meeting shall include the purpose for which the meeting is called.
Only such business shall be conducted at a special meeting of stockholders as shall have been brought before themeeting by or at the direction of a majority of the Whole Board, the chairman of the board, the chief executive officer
or the president (in the absence of a chief executive officer). Nothing contained in this Section 2.3(b)2.3(b) shall be
construed as limiting, fixing, or affecting the time when a special meeting of stockholders called by action of theboard may be held.
(c)Written Requests to Call a Special Meeting.

(i)General. Each written request of stockholders to call a special meeting shall be delivered to thesecretary of the corporation and shall include the following: (1) the signature of the stockholder of record submitting
such request and the date that such request was signed; (2) the text of each business proposal desired to besubmitted for stockholder approval at the special meeting (including the text of any resolutions proposed forconsideration and, if applicable, the text of any proposed amendment to these bylaws); and (3) as to the beneficial
owner, if any, directing such record stockholder to sign the written request to call a special meeting and as to suchrecord stockholder (unless such record stockholder is acting solely as a nominee for a beneficial owner) (each such
beneficial owner and each record stockholder who is not acting solely as a nominee, a “Requesting Party”): (A) the
name and address of each Requesting Party; (B) all of the information required to be disclosed pursuant to clause(ii) of Section 2.5(a) (which information shall be updated and supplemented by each Requesting Party not later thanten (10) days after the record date for determining the record stockholders entitled to notice of the special meeting(such record date, the “Meeting Record Date”) to disclose the foregoing information as of the Meeting Record Dateand as of the date that is ten (10) days prior to the special meeting or any adjournment or postponement thereof,
which shall be received by the secretary of the corporation not later than the fifth (5th) day before the special
meeting); (C) with respect to each business proposal to be submitted for stockholder approval at the special
meeting, a representation as to whether any Requesting Party will deliver a proxy statement and form of proxy toholders of at least the percentage of voting power of all of the shares of capital stock of the corporation required

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under applicable law to carry such proposal (such statement, a “Solicitation Statement”); and (D) any additional
information necessary to verify the net long position of such Requesting Party (including such information for the
one-year period prior to the Ownership Record Date). Each time that a Requesting Party’s net long position
decreases following the delivery of the foregoing information to the secretary of the corporation, such Requesting
Party shall notify the corporation of his, her or its decreased net long position, together with all informationnecessary to verify such position, within ten (10) days of such decrease or as of the fifth (5th) day before the special
meeting, whichever is earlier.
(ii)
Beneficial Owners. A beneficial owner who wishes to deliver a written request to call a special
meeting must cause the nominee or other person who serves as the stockholder of record of such beneficial
owner’s stock to sign the written request to call a special meeting. If a stockholder of record is the nominee for morethan one beneficial owner of stock, then the stockholder of record may deliver a written request to call a special
meeting solely with respect to the capital stock of the corporation owned by the beneficial owner who is directing therecord stockholder to sign such written request to call a special meeting.
(iii)
Ownership Record Date. Any stockholder of record (whether acting for him, her or itself, or at
the direction of a beneficial owner) shall, by written notice to the secretary of the corporation, demand that the boardof directors fix a record date to determine the stockholders who are entitled to deliver a written request to call a
special meeting (such record date, the “Ownership Record Date”). A written demand to fix an Ownership Record
Date shall include all of the information that must be included in a written request to call a special meeting as of thedate of the demand for the record date, as set forth in this Section 2.3(c). The board of directors may fix the
Ownership Record Date within ten (10) days of the secretary of the corporation’s receipt of a valid demand to fix the
Ownership Record Date. The Ownership Record Date shall not precede, and shall not be more than ten (10) days
after, the date upon which the resolution fixing the Ownership Record Date is adopted by the board of directors. If
an Ownership Record Date is not fixed by the board of directors, then the Ownership Record Date shall be the datethat the first written request to call a special meeting is received by the secretary of the corporation with respect tothe proposed business to be submitted for stockholder approval at a special meeting.
(iv)
Invalid Requests. The secretary of the corporation shall not accept, and shall consider
ineffective, a written request to call a special meeting: (A) that does not comply with the preceding provisions of thisSection 2.3; (B) that relates to an item of business that is not a proper subject for stockholder action underapplicable law; (C) that is received by the secretary of the corporation (1) later than the sixtieth (60th) day after theearliest date that a written request to call a special meeting was received by the secretary of the corporation relating
to an identical or substantially similar item (such item, a “Similar Item”) and (2) before the one-year anniversary ofsuch earliest date; (D) if a Similar Item will be submitted for stockholder approval at any stockholder meeting to beheld on or before the ninetieth (90th) day after the secretary of the corporation receives such written request to calla special meeting; or (E) if a Similar Item has been presented at the most recent annual meeting or at any special
meeting held within one year prior to receipt by the secretary of the corporation of such written request to call a
special meeting.
(v)

Revocations.

(A) A record stockholder may revoke a request to call a special meeting at any time before thespecial meeting by sending written notice of such revocation to the secretary of the corporation(B) All written requests for a special meeting shall be deemed revoked: (1) upon the first date that,after giving effect to revocation(s) and notices of net long position decreases (pursuant to Section 2.3(c)(v)(A) andthe final sentence of Section 2.3(c)(i), respectively), the aggregate net long position of all of the Disclosing Parties
who are listed on the unrevoked written requests to call a special meeting with respect to a Similar Item decreases
such that the voting power of the corporation’s capital stock attributable (pursuant to this Section 2.3) to such
Requesting Parties is less than the Required Percentage; (2) if any Requesting Party who has provided a
Solicitation Statement with respect to any business proposal to be submitted for stockholder approval at suchspecial meeting does not act in accordance with the representations set forth therein; or (3) if any Requesting Party
does not timely provide the updated or supplemental information required by Section 2.3(c)(i).
(C) If a deemed revocation of all written requests to call a special meeting has occurred after the
special meeting has been called by the chairman of the board or the chief executive officer, then the board of
directors shall have the discretion to determine whether or not to proceed with the special meeting.

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