Starboard Value LP (together with its affiliates, “Starboard” or “we”), a significant shareholder of Autodesk, Inc. (Nasdaq: ADSK) (“Autodesk” or the “Company”), today released a statement regarding recent reports of uncovered internal documents which allegedly show Autodesk executives ignored employees’ warnings about controversial sales tactics and intentionally deceived shareholders.

“As we have stated in prior communications to our fellow shareholders and Autodesk’s Board, there is an urgent need for significant change at the Company due to its meaningful share price underperformance, poor financial results, and troubling disclosure and governance practices. This need has been underscored by recent public reports that spotlight the apparent lengths to which Autodesk’s leadership went in order to mislead shareholders while attempting to meet certain financial targets. These reports corroborate many of the concerns and issues raised in our publicly-issued presentation dated August 6, 2024.

On August 15, 2024, Bloomberg News reported it had uncovered internal documents that purportedly show Autodesk employees raised concerns to senior management about the risks associated with pursuing multi-year, upfront billings. Importantly, the documents apparently indicate that Autodesk executives ignored these warnings and continued to pursue multi-year, upfront billings in order to meet financial targets, while at the same time promising investors that the Company would stop this practice. According to the report, the documents also demonstrate that other senior executives beyond the Company’s former Chief Financial Officer (who now serves as Chief Strategy Officer) were aware of these decisions.

The Board’s Audit Committee investigation has already acknowledged Autodesk’s use of misleading disclosures. The recent reporting further confirms that senior executives relied on business practices that were not in Autodesk’s best interests and carried significant risks and did so in an attempt to manipulate results in order to meet financial targets.

We find the complete lack of consequences throughout this entire process deeply troubling, and we question the Board’s seeming abdication of its responsibilities.

We urge the Board to hold management accountable for its actions. The Board must objectively evaluate whether CEO Andrew Anagnost is the right individual to lead Autodesk in light of the recent reporting that makes it clear that these troubling practices were widely known inside the Company. Additionally, it will be incumbent upon shareholders to hold the Board accountable for its failure to provide proper oversight and protect shareholder interests.

Autodesk is a fantastic business with a significant opportunity to improve its financial results. This recent reporting only strengthens our belief that substantial change is needed at Autodesk in order for the Company to achieve its full potential.”

About Starboard Value LP

Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

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