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Autodesk, Inc. (NASDAQ:ADSK) today issued the following statement in response to comments made by Starboard Value LP ("Starboard"):
"Autodesk is delivering strong business and financial results, positioning us to drive significant shareholder value. Our strategy is working, as evidenced by our recent performance. We have also proactively strengthened our Board of Directors, including the recent appointments of two independent directors with demonstrated track records of value creation."
Autodesk’s Strong Financial Results:
- Delivered FY 2025 revenue of
$6.1 billion – up 16% annually since FY 2019 and 12% year-over-year - Reported FY 2025 non-GAAP operating margins that have increased >2,400 bps since FY 2019, and we expect an additional 200 – 300 bps of underlying margin expansion in FY 20261, with more to come over time
- Generated strong free cash flow momentum from
$1.3 billion in FY 2024 to$1.6 billion in FY 2025 (22% growth) to increasing our FY 2026 free cash flow target to$2.075 billion –$2.175 billion 2 - Significantly increased our share repurchase authorization and commitment, and we anticipate buying back
$1.1 billion –$1.2 billion of stock in FY 2026, a 30 – 40% increase over FY 2025 - Completed the launch of our new go-to-market approach in FY 2025 and are now in the optimization phase of the plan, from which we expect to drive continued growth and margin expansion
"We remain highly committed to ongoing, constructive dialogue with our shareholders, having engaged with investors representing more than 50% of our outstanding shares. Despite persistent and concerning tactics by Starboard during its self-serving campaign—including repeated misrepresentations and selling down nearly half of its position mid-campaign—we have continued to approach engagement in good faith."
Starboard’s Self-Serving Campaign:
- Attempted to launch a proxy fight last year, including suing Autodesk in
Delaware Court to reopen the nomination deadline it had missed—even though Starboard did not own a position in Autodesk when our nomination window was open3. Starboard’s claims were rejected by the Court as frivolous4 - Declined multiple invitations over many months to constructively engage, including to participate in our Board refreshment process
- Accepted an invitation from Autodesk to present its ideas to the full Board, and days later, published a presentation with numerous false claims and misrepresentations
- Demonstrated its interests are opportunistic and not necessarily aligned with long-term shareholders, having been in and out of Autodesk stock over the last year, including selling 44% of its position as of the end of the fourth quarter of 2024
- Submitted a dissident slate a mere three hours before the nomination window closed rather than constructively engaging with our Board after we had been in contact with Starboard for over nine months
"Although we have concerns regarding Starboard’s nomination approach and its selection of candidates, consisting of a Starboard principal and affiliates and friends who are closely aligned with its opportunistic interests, we remain open to meeting its nominees. The Board will review Starboard’s nominees and make a recommendation in due course. Our unwavering focus remains on acting in the best interests of Autodesk and all our shareholders."