Autodesk Issues Statement Regarding Starboard Value's Intent To Nominate Director Candidates; Says "If Starboard Proceeds With Their Nomination, The Board's Corporate Governance Committee Will Review Starboard's Candidates As Part Of Our Regular Director Evaluation Process"

Autodesk, Inc. (NASDAQ:ADSK) today issued the following statement addressing Starboard Value LP's ("Starboard") intent to nominate directors for election to the Autodesk Board of Directors:

Autodesk's Board and management team have reviewed Starboard's latest letter. We are always committed to acting in the best interests of our company and shareholders – as demonstrated by our strong recent financial results, the deliberate strategic initiatives we have implemented to generate significant long-term value and our ongoing board refreshment. Our strong business performance has driven total shareholder returns that have outperformed our peers.

Continued Strong Financial and Operational Performance

We have been taking decisive actions to drive growth, significantly expand operating margin, generate robust free cash flow and continue innovating for our customers. In FY 2025, we completed the launch of our new go-to-market approach and are now in the optimization phase of that plan. Our FY 2025 underlying non-GAAP operating margin of ~39%1 represents an increase of more than 2,400 bps since FY 2019 and 300 bps since FY 2023, reaching our 38%-40% target a year ahead of schedule. Furthermore, our recently announced restructuring actions will drive additional efficiency at scale as we optimize our go-to-market organization. We remain laser-focused on executing our strategy to continue this momentum and margin expansion as we deliver sustainable value for shareholders and customers.

Proven Track Record of Board Refreshment and Strong Corporate Governance

We have continued to proactively evolve our Board, maintaining a thoughtful balance of directors with deep knowledge of Autodesk and those with fresh perspectives. Our Board is comprised of a majority of independent directors with extensive industry and technological expertise and operational execution and strategic transformation experience.

In the past six years, Autodesk has appointed five new independent directors, including the December 2024 appointments of John Cahill, former Chairman and CEO of Kraft Foods, and Ram Krishnan, Executive Vice President and Chief Operating Officer of Emerson, who have exceptional track records of creating value for shareholders. We also announced that two directors will not be standing for reelection at the 2025 Annual Meeting. We remain committed to Board evolution in alignment with our strategy.

Engagement with Starboard

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. When we added our newest directors, we reached out in advance to offer Starboard the opportunity to participate in the process, which they dismissed.

If Starboard proceeds with their nomination, the Board's Corporate Governance Committee will review Starboard's candidates as part of our regular director evaluation process. Autodesk shareholders are not required to take any action at this time.