Autodesk, Inc. (ADSK) 2014年年度报告「NASDAQ」.pdf

1、FI SCAL YEARAnnual Report Noti ce of annual meeti ng and proxy statement2014?1.?2.?3.?-?4.?5.?Proxy Materi al sProxy Materi al s?-?Proxy Materi al s TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE 2014 ANNUAL MEETING AND PROCEDURAL MATTERS 1 2014 Annual Meeting 1 Stock Ownership,Quorum and Vo

2、ting 2 Stockholder Proposals and Director Nominations at Future Meetings 6 Additional Information About the Proxy Materials 7 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 10,2014 7 PROPOSAL ONEELECTION OF DIRECTORS 8 Nominees 8 Informa

3、tion and Qualifications 8 PROPOSAL TWORATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 14 Principal Accounting Fees and Services 14 Pre-Approval of Audit and Non-Audit Services 14 PROPOSAL THREENON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 16 Past S

4、ay-on-Pay Votes,Stockholder Outreach and Actions Taken 16 Compensation Guiding Principles 17 Compensation Governance Practices 17 Vote Recommendation 17 PROPOSAL FOURAPPROVAL OF THE EXECUTIVE INCENTIVE PLAN 18 Description of the EIP 18 New Plan Benefits 20 CORPORATE GOVERNANCE 21?21 Stock Ownership

5、Guidelines 21 Independence of the Board 21 Board Meetings and Board Committees 22 Audit Committee 22 Compensation and Human Resources Committee 22 Corporate Governance and Nominating Committee 22 Board Leadership Structure 23 Risk Oversight 23 Compensation Committee Interlocks and Insider Participat

6、ion 23 Nominating Process for Recommending Candidates for Election to the Board 23 Attendance at Annual Stockholders Meetings by Directors 25 Contacting the Board 25 Proxy Materi al s EXECUTIVE COMPENSATION 26 Compensation Discussion and Analysis 26 Executive Summary 26 The Compensation-Setting Proc