Autodesk Responds to Starboard Value's Director Nomination Intent

Autodesk's management team emphasized their commitment to acting in the best interests of both the company and its shareholders. Highlighting the company's recent financial successes, they noted that Autodesk has achieved total shareholder returns that have outperformed its peers. This commitment aligns with their strategic vision to generate significant long-term value.

The press release detailed Autodesk's strong financial and operational performance, particularly in Fiscal Year 2025. The company completed the launch of a new go-to-market approach, which is currently in the optimization phase. Autodesk reported an underlying non-GAAP operating margin of approximately 39%, which marks an increase of over 2,400 basis points since FY 2019 and 300 basis points since FY 2023. This achievement puts them ahead of their target range of 38%-40% for operating margins, a goal they reached a year earlier than expected.

In addition, Autodesk announced restructuring actions intended to enhance efficiency and streamline operations within their go-to-market organization. These efforts are aimed at sustaining momentum and expanding margins while delivering long-term value to shareholders and customers.

Autodesk's statement also highlighted the company's proactive approach to board refreshment and corporate governance. The Board is composed of a majority of independent directors who possess extensive industry and technological expertise. Over the past six years, Autodesk has appointed five new independent directors, including two recent additions in December 2024—John Cahill, former Chairman and CEO of Kraft Foods, and Ram Krishnan, Executive Vice President and Chief Operating Officer of Emerson. The company remains committed to evolving its Board in alignment with its strategic goals.

In addressing the situation with Starboard Value, Autodesk noted that they have engaged in constructive discussions over the past year. The company has met with Starboard representatives multiple times and invited them to present their ideas to the full Board. However, Starboard declined the opportunity to participate in the process of nominating new directors, which Autodesk views as a missed chance for collaboration.

Should Starboard proceed with their nomination, Autodesk's Corporate Governance Committee will evaluate the candidates as part of their regular director assessment process. Importantly, Autodesk reassured shareholders that no action is required from them at this time.

Autodesk is a leader in design and engineering software, trusted by designers, engineers, builders, and creators worldwide. Their Design and Make Platform leverages data to accelerate insights and automate processes, enabling customers to achieve better outcomes for their businesses and the environment.

The company remains focused on innovation and enhancing the value it provides to its clients, aligning with its foundational goal of empowering creators to design and make anything.

In summary, Autodesk's statement reflects a confident stance regarding its strategic direction and governance, while also acknowledging the interest from Starboard Value. The company remains dedicated to delivering value to its shareholders and customers amidst ongoing discussions surrounding its board composition.