SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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AUTODESK, INC.

(Name of Registrant as Specified in Its Charter)

 

 

 

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

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Autodesk, Inc. (“Autodesk”) intends to send the following information to certain Autodesk stockholders in connection with Autodesk’s Annual Meeting of Stockholders to be held on June 23, 2005 (the “Annual Meeting”), regarding the proposed Autodesk 2006 Stock Plan. A copy of the 2006 Stock Plan, as currently proposed for approval at the Annual Meeting, can be found by reference to Appendix B to Autodesk’s 2005 Proxy Statement filed on May 16, 2005 (Commission File No. 000-14338).

 

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Re:	Autodesk, Inc.

2006 Stock Plan Proposal

 

Ladies and Gentlemen:

 

As we have discussed, with respect to our 2006 Stock Plan (the “Plan”), which is proposed for stockholder approval at Autodesk’s Annual Meeting on June 23, 2005, senior management will recommend to the board that Autodesk maintain its current policy of repurchasing shares of its common stock to offset the dilutive impact of our employee stock plans, subject of course to the requirements of Delaware law and consistent with the board’s duty to evaluate various potential uses of our cash in light of then existing business conditions. As we described in our fiscal 2005 10-K Report, Autodesk generates significant cash flow and our current and planned uses of cash include share repurchases, mergers and acquisitions and investments in growth initiatives. At May 31, 2005, approximately 29 million shares of common stock remained available for repurchase under the existing repurchase authorization of the board of directors.

 

Please contact me with any questions regarding the foregoing. We sincerely appreciate your support as a stockholder of Autodesk and we hope to see you at our Annual Meeting on June 23, 2005.