Starboard Delivers Letter to Autodesk Shareholders

Rhea-AI Summary

Starboard Value LP, a significant stockholder of Autodesk (NASDAQ: ADSK), has announced the nomination of three director candidates for election at Autodesk's 2025 Annual Meeting. The nominees include Geoff Ribar, Christie Simons, and Jeff Smith.

Starboard, which holds an ownership stake valued at over $500 million in Autodesk, has delivered a letter to the company's shareholders. The activist investor suggests that Autodesk's response regarding TSR performance and Investor Day targets has been misleading, emphasizing the need for change and improved accountability at the board level.

Positive

• None.

Negative

• Activist investor intervention signals potential governance concerns
• Company allegedly provided misleading responses regarding TSR performance
• Questions raised about credibility of Investor Day targets

Nominates Slate of Highly Qualified Director Candidates for Election at Autodesk’s 2025 Annual Meeting: Geoff Ribar, Christie Simons, and Jeff Smith

Believes the Company’s Misleading Response Regarding TSR Performance and Investor Day Targets Underscores the Need for Change and Improved Accountability on 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 [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, Peter A. Feld, Geoff Ribar and Anna Christine Simons.

As of the close of business on March 25, 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 25, 2025, Starboard S LLC directly owned 143,171 shares of Common Stock. As of the close of business on March 25, 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 25, 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 25, 2025, Starboard X Master directly owned 365,781 shares of Common Stock. As of the close of business on March 25, 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. As of the close of business on March 25, 2025, none of Mr. Ribar or Ms. Simons owned any shares of Common Stock.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250326243987/en/

Investor contacts:

Peter Feld, (212) 201-4878

Gavin Molinelli, (212) 201-4828

http://www.starboardvalue.com



Media contacts:

Longacre Square Partners

Joe Germani / Ashley Areopagita, (646) 386-0091

starboard@longacresquare.com

Source: Starboard Value LP

FAQ

Who are the three director candidates nominated by Starboard for Autodesk's (ADSK) 2025 board election?

Starboard has nominated Geoff Ribar, Christie Simons, and Jeff Smith for election to Autodesk's board at the 2025 Annual Meeting.

What is the size of Starboard Value's investment in Autodesk (ADSK)?

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

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

Starboard believes there is a need for change and improved accountability on Autodesk's board, citing misleading responses regarding TSR performance and Investor Day targets.

When will Starboard's nominated directors be up for election at Autodesk (ADSK)?

The nominated directors will be up for election at Autodesk's 2025 Annual Meeting.