A letter to the shareholders of Autodesk, Inc.

What to notice

1. 1

   Starboard measures total shareholder return up to 14 June 2024, before its involvement was disclosed, and finds Autodesk behind all three benchmarks in every period, with underperformance of 332% against the Dow Jones US Software Index over ten years.

“Cherry-picked data can be used to corroborate almost anything”

About this letter

Jeffrey Smith, Managing Member of Starboard Value, wrote this second open letter to the shareholders of Autodesk on 26 March 2025, a week after the first, and Starboard filed it with the SEC on form DFAN14A, the form used when a party other than the company files proxy soliciting material. In between, on 20 March, Starboard had nominated three director candidates for the 2025 Annual Meeting: Geoff Ribar, a former chief financial officer of Cadence Design Systems; Christie Simons, a senior partner at Deloitte & Touche; and Smith himself.

The letter answers the statement Autodesk issued in response to the first. It disputes the company's claims of total shareholder return outperformance and of reaching its Investor Day margin target a year early, setting out Starboard's own return tables across three benchmarks and four periods, and its reading of the adjustments behind the margin claim. It closes by restating the case for board change, says Starboard remains open to a constructive solution, and adds biographies of the three nominees.

Companies

• Autodesk ADSK

Themes

• governance
• board change
• margin expansion
• cost discipline