Starboard Value nominated director candidates to Autodesk Inc (ADSK)

Market Cap: $58 billion | Autodesk, Inc. provides 3D design, engineering, and entertainment technology solutions worldwide. 

On June 17, 2024, Starboard Value LP, holding over $500 million in Autodesk stock, has raised significant concerns regarding Autodesk’s operations, governance, and financial disclosures. An internal investigation revealed misleading billing practices and artificially inflated free cash flow, impacting executive compensation and not disclosed to shareholders timely. Starboard has filed a lawsuit to delay Autodesk’s 2024 Annual Meeting and reopen the nomination window for directors. They advocate for improved growth, profitability, shareholder-friendly policies, and enhanced board oversight to rebuild investor confidence and drive long-term value. Source

On June 25, 2024, Starboard Value issued a letter to the Board expressing concerns about the company's operations, governance, and accountability. They highlighted disappointment with the company's inadequate response to governance issues and misleading disclosures uncovered by an Audit Committee Investigation. Starboard emphasized shareholder dissatisfaction and outlined opportunities for Autodesk to improve its financial performance and governance. They criticized management for intentionally misleading investors about billing practices to inflate free cash flow, leading to investigations and shareholder losses. Starboard urged transparency, accountability, and significant changes at Autodesk to restore shareholder trust and enhance company performance.

On August 6, 2024, Starboard Value issued a presentation criticizing the leadership, particularly CEO Andrew Anagnost, for significant underperformance over the last seven years. Key issues included share price underperformance, missed financial targets, misleading disclosures, poor capital allocation, and problematic compensation practices. Starboard called for substantial changes, including reevaluating the CEO, improving cost structure, budgeting discipline, and overhauling compensation practices. They believed Autodesk could achieve higher operating margins and EBITDA by FY2027 through these reforms

On March 19, 2025, Starboard Value expressed concerns about the company's underperformance despite its high-quality business model. They cite issues such as subpar profitability, missed Investor Day targets, misleading disclosures, and poor governance. Starboard believes Autodesk's management has failed to improve financial results, with recent actions like a workforce reduction raising more questions than answers. They contend that Autodesk can improve its margins by targeting a 45% adjusted operating margin by FY2028 through cost savings and better incremental margins. Starboard plans to nominate directors at the 2025 Annual Meeting to push for accountability and governance changes. Source

On March 26, 2025, Starboard Value nominated three directors for the 2025 Annual Meeting, citing the company’s long-term financial underperformance and misleading claims about TSR and Investor Day targets. Starboard criticized Autodesk’s lack of management accountability and stressed the need for a well-functioning Board to drive value creation. They believe Autodesk could achieve non-GAAP operating margins of 41-42% by FY2028 with proper governance and oversight. Source

Past

On November 4, 2015, Sachem Head Capital Management disclosed a 5.7% stake in the company and intended to engage with management on various business aspects. On November 13, 2015, Eminence Capital and Sachem Head, holding a combined 11.5%, agreed to coordinate efforts regarding their investment. On March 10, 2016, the company entered a settlement agreement with both firms, expanding the board and appointing three new directors.