Autodesk, Inc.

The proposal requests that Autodesk amend its governing documents to permit holders of a combined 10% of outstanding common stock (or the lowest percentage permitted under state law) to call a special shareholder meeting, and that no minimum holding period or discriminatory "poison pill" rule be required to participate. It also suggests special meetings be permitted to be convened as online meetings to simplify access. The proponent argues the current 25% threshold is too high and that a 10% threshold would provide a reasonable, shareholder-driven mechanism to address time-sensitive issues and increase board accountability. The proposal notes that special meetings are rarely called even where lower thresholds exist and claims such a right would incentivize better board and management responsiveness.