FISCAL YEAR Annual Report Notice of annual meeting and 2020 proxy statement May 6, 2020 Dear Autodesk Stockholder: You are cordially invited to attend Autodesk’s 2020 Annual Meeting of Stockholders to be held on Thursday, June 18, 2020, at 3:00 p.m., Pacific Time, at our San Francisco office, The Landmark, One Market Street, 2nd Floor, San Francisco, California 94105. We are closely monitoring the novel coronavirus (COVID-19) situation, and if it is not advisable to meet in person, we will meet by virtual meeting format only at www.virtualshareholdermeeting.com/ADSK2020. If we meet virtually, Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online. The 2020 Annual Meeting of Stockholders will be held for the following purposes: 1. To elect the ten directors listed in the accompanying Proxy Statement; 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021; Proxy Materials Proxy 3. To hold a non-binding vote to approve compensation for our named executive officers; and 4. To transact such other business as may properly come before the Annual Meeting. The accompanying Notice of 2020 Annual Meeting of Stockholders and Proxy Statement describe these proposals in greater detail. We encourage you to read this information carefully. We are once again relying on the Securities and Exchange Commission rule that allows us to furnish our proxy materials to our stockholders over the internet rather than in paper form. We believe this delivery process reduces both our environmental impact and the costs of printing and distributing our proxy materials without hindering our stockholders' timely access to this important information. We hope you will be able to attend this year's Annual Meeting. We will report on fiscal 2020, and there will be an opportunity for stockholders to ask questions. Even if you plan to attend the meeting, please ensure that you are represented by voting in advance. You can vote online or by telephone, or you can request, sign, date, and return a proxy card, to ensure your representation at the meeting. Your vote is very important. On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk. Very truly yours, Andrew Anagnost President and Chief Executive Officer NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS Time and Date Thursday, June 18, 2020, at 3:00 p.m., Pacific Time. Place Autodesk’s San Francisco office, located at The Landmark, One Market Street, 2nd Floor, San Francisco, California 94105 or, in the event that Autodesk determines that it will not be advisable to hold the Annual Meeting at this location and Autodesk circulates a press release to that effect prior to the Annual Meeting, then the Annual Meeting will instead be held in a virtual meeting format only at www.virtualshareholdermeeting.com/ADSK2020. Items of Business (1) To elect the ten directors listed in the accompanying Proxy Statement to serve for the coming year and until their successors are duly elected and Proxy Materials Proxy qualified. (2) To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021. (3) To hold a non-binding vote to approve compensation for our named executive officers. (4) To transact such other business as may properly come before the Annual Meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice of 2020 Annual Meeting of Stockholders. Adjournments and Postponements Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting is properly adjourned or postponed. Record Date You are entitled to vote if you were a stockholder as of the close of business on April 22, 2020. Voting Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and to vote. You can vote online or by telephone, or you can request, sign, date and return your proxy card as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the 2020 Annual Meeting and Procedural Matters” in the Proxy Statement and the instructions on the Notice of Internet Availability of Proxy Materials. All stockholders are cordially invited to attend the Annual Meeting. If you attend the Annual Meeting, you may vote in person by ballot (or online if the meeting is held virtually) even if you previously voted. By Order of the Board of Directors, Pascal W. Di Fronzo SVP, Corporate Affairs, Chief Legal Officer and Secretary This notice of Annual Meeting, Proxy Statement and accompanying form of proxy card are being made available on or about May 6, 2020. TABLE OF CONTENTS Page EXECUTIVE SUMMARY 1 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS' MEETING TO BE HELD ON JUNE 18, 2020 8 PROPOSAL ONE—ELECTION OF DIRECTORS 9 Nominees 9 Summary of Director Nominee Experience, Qualifications, Attributes and Skills 9 Information and Qualifications 10 PROPOSAL TWO—RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 16 Principal Accounting Fees and Services 16 Pre-Approval of Audit and Non-Audit Services 16 Materials Proxy 5RWDWLRQ PROPOSAL THREE—NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 18 )LVFDO6WUDWHJLF3ULRULWLHVDQG3HUIRUPDQFH0HWULFV 18 6WRFNKROGHU(QJDJHPHQW5HJDUGLQJ6D\RQ3D\DQG$FWLRQV7DNHQ 19 Compensation Guiding Principles 19 Leading Compensation Governance Practices 20 VoteV Recommendation 21 CORPORATE GOVERNANCE 22 Corporate Governance Guidelines; Code of Business Conduct and Ethics 22 Stock Ownership Guidelines 22 Independence of the Board 23 Outside Board Memberships 23 Board Meetings and Board Committees 23 Board Leadership Structure 25 Risk Oversight 25 Education, Sustainability and Philanthropic Programs 25 Compensation Committee Interlocks and Insider Participation 27 Board Evaluations 27 Nominating Process for Recommending Candidates for Election to the Board 27 Attendance at Annual Stockholders' Meetings by Directors 28 Contacting the Board 28 EXECUTIVE COMPENSATION 29 Compensation Discussion and Analysis 29 Executive Summary 29 The Compensation-Setting Process 32 Competitive Compensation Positioning and Peer Group 33 3ULQFLSDO(OHPHQWVRIWKH([HFXWLYH&RPSHQVDWLRQ3URJUDP 34 &RPSHQVDWLRQ&RPPLWWHH5HSRUW 45 6XPPDU\&RPSHQVDWLRQ77DEOHDQG1DUUDWLYH'LVFORVXUH 46 *UDQWVRI3ODQ%DVHG$$ZDUGVLQ)LVFDO 47 Outstanding Equity Awards at Fiscal 2020 Year End 49 Option Exercises and Stock Vested at Fiscal 2020 Year End 50 Nonqualified Deferred Compensation for Fiscal 2020 50 CEO Pay Ratio 50 Change-in-Control Arrangements, Severance Plan, Retirement Arrangements and Employment Agreement 51 Potential Payments Upon Termination or Change in Control 53 Equity Compensation Plan Information 57 Compensation of Directors 57 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 62 Proxy Materials Proxy CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 63 Review, Approval or Ratification of Related Person Transactions 63 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 63 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 64 QUESTIONS AND ANSWERS ABOUT THE 2020 ANNUAL MEETING 2)672&.+2/'(56 AND PROCEDURAL MATTERS 65 OTHER MATTERS 71 APPENDIX A - RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES 72 PROXY STATEMENT FOR 2020 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT EXECUTIVE SUMMARY PROPOSALS AND BOARD RECOMMENDATIONS Proposal Board Recommendation Page Number Proxy Materials Proxy 1. Election of Directors FOR each Nominee 9 2. Ratification of Appointment of Independent Registered Public Accounting Firm FOR 16 3. Advisory Vote on Executive Compensation FOR 18 Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and to vote. You can vote online or by telephone, or you can request, sign, date and return your proxy card as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the 2020 Annual Meeting of Stockholders and Procedural Matters” below and the instructions on the Notice of Internet Availability of Proxy Materials. 2020 Proxy Statement 1 Fiscal 2020 Performance and Company Highlights Fiscal 2020 Strategic Priorities and Performance Metrics The software industry has undergone a transition from developing and selling perpetual licenses of on-premises software to selling subscriptions to access software delivered as a service, through cloud-enabled and mobile applications. Our strategy is to lead the industries we serve to flexible subscription offerings, the convergence of design and make processes, and the insights and automation that can be delivered using machine learning and artificial intelligence. Autodesk, Inc. (“Autodesk”, the "Company", “we” or “our”) offers term-based subscriptions for our products, cloud service offerings, and flexible enterprise business agreements (collectively referred to as "subscription plan"). Proxy Materials Proxy During fiscal 2020, we continued making progress on the three strategic priorities established by Dr. Anagnost in consultation with the Board of Directors (the “Board”): delivering on the promise