Definitive Additional Materials





Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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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


x Definitive additional materials


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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 10, 2010




Meeting Information



Meeting Type: Annual Meeting

    For holders as of: April 14, 2010
    Date: June 10, 2010                        Time: 3:00 PM PDT
    Location: The Landmark

        One Market Street,


        2nd Floor


        San Francisco, CA 94105






You are receiving this communication because you hold shares in the above named company.


This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).


We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.


— Before You Vote —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:


1. Notice, Proxy Statement and Annual Report


How to View Online:


Have the 12-Digit Control Number available (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for

requesting a copy. Please choose one of the following methods to make your request:



2) BY TELEPHONE:    1-800-579-1639

3) BY E-MAIL*:  


*       If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 27, 2010 to facilitate timely delivery.


— How To Vote —

Please Choose One of the Following Voting Methods






Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the 12-Digit Control Number available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


  Voting items       
  The Board of Directors recommends you

vote FOR the following proposal (s):

  1.    Election of Directors         
  1a    Carl Bass     4      Approve amendments to the Autodesk, Inc., 2008 Employee Stock Plan, as amended.
  1b    Crawford W. Beveridge         
  1c    J. Hallam Dawson     NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
  1d    Per-Kristian Halvorsen         
  1e    Sean M. Maloney         
  1f    Mary T. McDowell         
  1g    Charles J. Robel         
  1h    Steven M. West         



  The Board of Directors recommends you vote FOR the following proposal (s):   
  2           Ratify the appointment of Ernst & Young LLP as Autodesk, Inc.’s independent registered public accounting firm for the fiscal year ending January 31, 2011.   
  3           Approve the Autodesk, Inc., Executive Incentive Plan as amended, pursuant to section 162(m) of the Internal Revenue Code of 1986, as amended.