June 25 (Reuters) - Activist investor Starboard Value is

seeking operational and governance changes at Autodesk ( ADSK )

after losing a bid to appoint its nominees to the design

software firm's board ahead of its annual meeting next month.

Starboard said in a letter on Tuesday that Autodesk ( ADSK ) was

maintaining a misleading "all is well" narrative and had dented

investor trust with a "wholly inadequate response" to an

accounting issue it disclosed recently.

The letter comes after Autodesk ( ADSK ) said there would be no

reinstatement of its financial statements after a months-long

probe it conducted into certain accounting practices, which had

delayed the annual report and hit its share price.

Autodesk ( ADSK ) disclosed in May that, to meet free cash flow

targets, it continued entering into multi-year, upfront

contracts with enterprise customers through 2023 despite

previously announcing a transition to annual billings a year

earlier.

The company's sales grew at a six-year low of about 10% in

the last fiscal year.

Starboard said the management at Autodesk ( ADSK ), which provides 3D

design and engineering solutions for several sectors, including

construction, manufacturing and media, had "intentionally"

misled investors.

It accused Autodesk ( ADSK ) of "subpar operational and financial

performance", while identifying significant cost reduction

opportunities.

Shares of Autodesk ( ADSK ) are down 30% since their peak in August

2021.

The company has offered to work with Starboard on its

concerns and continues to engage with its shareholders, an

Autodesk ( ADSK ) spokesperson said.

Autodesk ( ADSK ) appointed board member Elizabeth Rafael as its

interim finance chief, replacing Debbie Clifford, who was moved

to the role of strategy head.

Starboard, which revealed an over $500 million stake in

Autodesk ( ADSK ) earlier this month, has also managed activist campaigns

at Salesforce ( CRM ), Wix.com ( WIX ) and GoDaddy ( GDDY ).

The New York-based investment adviser had unsuccessfully

sued Autodesk ( ADSK ) to delay its annual general meeting, set for July

16, and reopen its director nomination window, which closed in

March.

(Reporting by Yuvraj Malik in Bengaluru; Editing by Tasim Zahid

and Shinjini Ganguli)