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Starboard Value Issues Letter to Autodesk Shareholders Regarding Opportunities for Improved Corporate Governance and Enhanced Value Creation

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Starboard Value LP, a significant shareholder of Autodesk (Nasdaq: ADSK), issued a letter alleging that Autodesk and its Board failed to disclose important accounting and disclosure issues before the director nomination deadline for the 2024 Annual Meeting. Starboard plans to file a lawsuit in the Delaware Court of Chancery to delay the Annual Meeting and reopen the nomination process. The letter also criticizes Autodesk's operational and financial performance and outlines opportunities for enhancing shareholder value through improved growth and profitability. Starboard believes Autodesk can significantly boost shareholder value by addressing these issues.

Positive
  • Starboard Value LP, a significant shareholder, is actively engaged in addressing corporate governance issues at Autodesk.
  • Starboard's involvement indicates a potential for enhancing shareholder value by improving the company's growth and profitability.
Negative
  • Autodesk allegedly failed to disclose material accounting and disclosure issues before the director nomination deadline.
  • Starboard plans to file a lawsuit to delay the 2024 Annual Meeting and reopen the nomination window, indicating significant internal conflict.
  • Starboard criticizes Autodesk's operational and financial performance, suggesting underperformance and inefficiency.

Insights

The allegations by Starboard Value concerning Autodesk's accounting and disclosure practices are serious and could have significant implications for the company. If true, these claims might undermine investor confidence, potentially affecting the stock price adversely in the short term. Investors typically react negatively to accusations of corporate governance issues, particularly those involving accounting malfeasance, as these often precede regulatory scrutiny or financial restatements.

An immediate concern is the potential for increased legal costs. Filing a lawsuit and defending against these claims will likely incur substantial expenses. Additionally, a delayed annual meeting and reopened nomination window might create uncertainty around the company's strategic direction and leadership, which could contribute to volatility in the stock price.

However, from a long-term perspective, addressing these issues transparently could be beneficial. Enhancing corporate governance and ensuring accurate disclosure might restore investor trust and potentially attract new investments, facilitating better price stability and growth prospects over time.

Overall, while this news might initially dent investor confidence, the forced improvements in governance and transparency could offer long-term benefits.

The legal challenge Starboard intends to pursue in the Delaware Court of Chancery is significant. Delaware is known for its robust body of corporate law and the court often sets precedents that influence corporate governance nationwide. A lawsuit alleging 'manipulation of corporate machinery' and 'entrenchment schemes' suggests Starboard is preparing for a contentious legal battle. This could result in a protracted legal process, which may be both costly and distracting for Autodesk's management.

If the court sides with Starboard and mandates a delay in the annual meeting and the reopening of the nomination window, it would empower shareholders by potentially introducing new board candidates who align more closely with shareholder interests. Moreover, court intervention might encourage Autodesk and other companies to adhere more strictly to disclosure requirements, thus promoting better corporate governance standards industry-wide.

Such outcomes could benefit shareholders in the long run, although the immediate implications include legal uncertainty and possible reputational damage to Autodesk.

Believes Autodesk Failed to Disclose Material Accounting and Disclosure Issues Before the Deadline for Nominating Directors, Thereby Depriving Shareholders of Information Needed to Make an Informed Decision

Intends To File Lawsuit in the Delaware Court of Chancery Seeking to Delay 2024 Annual Meeting and Reopen Nomination Window

Believes Autodesk Has an Opportunity to Create Significant Shareholder Value by Improving Its Combination of Growth and Profitability

NEW YORK--(BUSINESS WIRE)-- Starboard Value LP, a significant shareholder of Autodesk, Inc. (Nasdaq: ADSK) (“Autodesk” or the “Company”), today issued a letter to its fellow shareholders pertaining to its belief that Autodesk and its Board of Directors (the “Board”) manipulated the corporate machinery and perpetuated an entrenchment scheme by failing to disclose material malfeasance regarding the Company’s accounting and disclosure practices prior to the deadline to nominate director candidates for election at the 2024 Annual Meeting of Shareholders. Starboard intends to file a lawsuit against the Company and its Board in the Delaware Court of Chancery seeking a delay of the 2024 Annual Meeting and a reopening of the nomination window. The letter also outlines Starboard’s view that Autodesk has underperformed from an operational and financial standpoint. Starboard believes Autodesk can create significant shareholder value by improving its combination of growth and profitability. The letter can be accessed at https://www.starboardvalue.com/presentations.

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.

Investor Contacts:

Peter Feld, (212) 201-4878

Gavin Molinelli, (212) 201-4828

www.starboardvalue.com

Media Contacts:

Longacre Square Partners

Greg Marose / Charlotte Kiaie, (646) 386-0091

starboard@longacresquare.com

Source: Starboard Value LP

FAQ

What are the allegations made by Starboard Value against Autodesk (ADSK)?

Starboard Value alleges that Autodesk failed to disclose material accounting and disclosure issues before the director nomination deadline for the 2024 Annual Meeting.

What action does Starboard Value plan to take against Autodesk (ADSK)?

Starboard Value plans to file a lawsuit in the Delaware Court of Chancery to delay the 2024 Annual Meeting and reopen the nomination window.

How does Starboard Value believe Autodesk (ADSK) can enhance shareholder value?

Starboard Value believes Autodesk can create significant shareholder value by improving its combination of growth and profitability.

What is the main focus of Starboard Value's letter to Autodesk (ADSK) shareholders?

Starboard Value's letter focuses on allegations of corporate governance failures, operational and financial underperformance, and opportunities for value enhancement.

Autodesk Inc

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