Starboard plans Autodesk fight, says leaders not credible

Starboard Value LP, which has urged a shake-up at Autodesk Inc. for nearly a year, is preparing a proxy fight at the software company, citing “financial and operational underperformance,” a “severe lack of management credibility” and concerns about the company’s full-year guidance.

The activist investor intends to nominate a “minority” slate of directors to the board for election at the company’s 2025 annual meeting, it said Wednesday in a letter to shareholders. Starboard didn’t name the potential candidates or say how many it expects to nominate. The deadline for nominating directors is March 20, according to people familiar with the matter.

“Regrettably, for the vast majority of our engagement to date, we believe Autodesk has been quick to dismiss shareholders’ concerns, claiming instead that the company is performing according to plan and governed appropriately,” Starboard wrote in the letter. “However, the stock market provides the ultimate scorecard: Autodesk’s share price has meaningfully underperformed over the long-term.”

Autodesk rejected Starboard’s contentions, saying in a statement that it has taken “decisive actions to drive growth” and “generate significant long-term value.” The company also said it appointed five new independent board members in the past six years, including two directors in December.

“In the spirit of constructive engagement over the past year, Autodesk proactively met with Starboard representatives repeatedly and invited them to present their ideas to the full board,” the company said in the statement. “When we added our newest directors, we reached out in advance to offer Starboard the opportunity to participate in the process, which they dismissed.”

Starboard has pressured the board to reevaluate the performance of Chief Executive Officer Andrew Anagnost since last August after accounting issues arose at the company. The accounting problems first came to light in April 2024, when Autodesk delayed its annual financial disclosures. In May, the company announced it was replacing its chief financial officer. In its letter Wednesday, Starboard accused Autodesk’s board of “precedential unwillingness to hold management accountable.”

The investor disclosed a stake in Autodesk, a maker of engineering and design software, in June. It has criticized the company’s disclosure practices, said it was misleading investors about the accounting issues and called for improvements in operations.

Autodesk said last month that it planned to cut about 1,350 employees, or about 9% of its workforce, as part of a broad focus on profitability. The reductions are part of the company’s effort to change its sales process and accelerate investments in artificial intelligence, Anagnost said at the time in a note to employees. 

Starboard acknowledged the job cuts in its letter, while questioning how effective they would be in improving the company’s finances. “While these actions are a step in the right direction, substantial questions remain about the financial impact of these actions and how much benefit will ultimately be recognized in FY2026 and beyond,” the letter said.

Starboard said Wednesday that it owned 2 million Autodesk shares, which is worth about $520 million as of Tuesday’s closing price. The activist fund owned about 1.04 million shares as of the end of December, according to a recent regulatory filing, compared with 1.85 million from the end of September, per an earlier filing.

The Wall Street Journal reported late Tuesday on some details of Starboard’s plans for a proxy battle.