Starboard Delivers Letter to Autodesk Shareholders

Rhea-AI Summary

Starboard Value LP, a significant stockholder of Autodesk (NASDAQ: ADSK) with an ownership stake exceeding $500 million, has announced its intention to nominate director candidates for election at the upcoming annual meeting. The activist investor has delivered a letter to Autodesk shareholders highlighting concerns about the company's prolonged financial and operational underperformance and what they view as ineffective board oversight.

Starboard has outlined a strategic path targeting 45% underlying adjusted operating margins by FY2028. The investment firm believes a reconstituted board is necessary to address multiple objectives: instilling accountability, rebuilding credibility, restoring investor confidence, and improving overall performance. Starboard has expressed openness to constructive engagement with Autodesk's management and board.

Positive

• Potential for operational improvement with targeted 45% operating margins by FY2028
• Active engagement from major shareholder ($500M+ stake) seeking performance enhancement

Negative

• Prolonged financial and operational underperformance cited by major shareholder
• Concerns about ineffective board oversight
• Potential for board disruption and governance uncertainty

Announces Intent to Nominate Director Candidates for Election at Upcoming Annual Meeting

Highlights the Company’s Prolonged Financial and Operational Underperformance and Ineffective Board Oversight

Outlines Path to Achieve 45% Underlying Adjusted Operating Margins by FY2028

Believes a Reconstituted Board is Required to Instill Accountability, Rebuild Credibility, Restore Investor Confidence and Improve Performance

Remains Open to Engaging Constructively with Management and the Board

NEW YORK--(BUSINESS WIRE)-- Starboard Value LP (together with its affiliates, “Starboard”), a significant stockholder of Autodesk, Inc. (“Autodesk” or the “Company”) (NASDAQ: ADSK), with an ownership stake valued at more than $500 million, today announced that it has delivered a letter to the Company’s shareholders.

The full text of the letter to the Company’s shareholders can be viewed here.

About Starboard Value LP

Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of a slate of director nominees at the 2025 annual meeting of stockholders of Autodesk, Inc., a Delaware corporation (the "Company").

STARBOARD STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard Value L LP (“Starboard L GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value R GP LLC (“Starboard R GP”), Starboard X Master Fund Ltd (“Starboard X Master”), Starboard Value LP, Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”), Starboard Principal Co GP LLC (“Principal GP”), Jeffrey C. Smith and Peter A. Feld.

As of the close of business on March 18, 2025, Starboard V&O Fund beneficially owned directly 1,073,546 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). As of the close of business on March 18, 2025, Starboard S LLC directly owned 143,171 shares of Common Stock. As of the close of business on March 18, 2025, Starboard C LP directly owned 111,652 shares of Common Stock. Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 111,652 shares of Common Stock owned by Starboard C LP. As of the close of business on March 18, 2025, Starboard L Master directly owned 58,395 shares of Common Stock. Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 58,395 shares of Common Stock owned by Starboard L Master. Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of an aggregate of 170,047 shares of Common Stock owned by Starboard C LP and Starboard L Master. As of the close of business on March 18, 2025, Starboard X Master directly owned 365,781 shares of Common Stock. As of the close of business on March 18, 2025, 247,455 shares of Common Stock were held in an account managed by Starboard Value LP (the “Starboard Value LP Account”). Starboard Value LP, as the investment manager of each of Starboard V&O Fund, Starboard C LP, Starboard L Master and Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of an aggregate of 2,000,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of 2,000,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250319645554/en/

Investor contacts:

Peter Feld, (212) 201-4878

Gavin Molinelli, (212) 201-4828

http://www.starboardvalue.com

Media contacts:

Longacre Square Partners

Charlotte Kiaie / Ashley Areopagita, (646) 386-0091

starboard@longacresquare.com

Source: Starboard Value LP

FAQ

What is Starboard Value's ownership stake in Autodesk (ADSK)?

Starboard Value holds an ownership stake valued at more than $500 million in Autodesk.

What operating margin target has Starboard proposed for Autodesk (ADSK)?

Starboard has outlined a path to achieve 45% underlying adjusted operating margins by FY2028.

Why is Starboard Value seeking board changes at Autodesk (ADSK)?

Starboard cites prolonged financial and operational underperformance and ineffective board oversight, seeking to instill accountability and improve performance.

What actions is Starboard Value taking regarding Autodesk's (ADSK) board?

Starboard is planning to nominate director candidates for election at the upcoming annual meeting while remaining open to constructive engagement.