

| AUTODESK INC. | 10/06/2014 AGM | |
|---|---|---|
| 1a | Elect Carl Bass | For |
| 1b | Elect Crawford W. Beveridge | Oppose |
| 1c | Elect J. Hallam Dawson | Oppose |
| 1d | Elect Thomas Georgens | For |
| 1e | Elect Per-Kristian Halvorsen | Oppose |
| 1f | Elect Mary T. McDowell | For |
| 1g | Elect Lorrie M. Norrington | For |
| 1h | Elect Betsy Rafael | For |
| 1i | Elect Stacey Smith | For |
| 1j | Elect Steven M. West | For |
| 2 | Ratify the appointment of the auditors | Abstain |
| 3 | Approve Pay Structure | Oppose |
| 4 | Approve the Autodesk, Inc. Executive Incentive Plan, as amended, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. | Oppose |