Activist investor Starboard Value is gearing up for a proxy fight with Autodesk Inc. ( ADSK ) , seeking to impact the composition of the design software company's board of directors.

Holding a stake of over $500 million, Starboard intends to propose its own list of candidates at Autodesk’s forthcoming 2025 annual meeting.

The activist investor raised concerns about Autodesk’s performance and growth potential, arguing that the company has lagged behind its subscription software competitors.

Starboard asserted that Autodesk's ( ADSK ) poor profitability and inability to achieve its goals have eroded shareholder trust. These problems are further exacerbated by accusations of deceptive financial practices uncovered during an audit.

Starboard’s criticism focused heavily on the lack of accountability within Autodesk’s management.

Although the company recently implemented a 9% workforce reduction under increasing pressure, significant uncertainties remain about how these changes will affect long-term profitability.

Starboard has pointed out that Autodesk’s fiscal year 2026 projections do not meet its expectations, particularly concerning the financial impact of the workforce cuts.

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Despite its high-quality business model, Autodesk ( ADSK ) spends far more on operating expenses compared to its peers, which has negatively impacted its profitability, said the investor.

According to Starboard, with the right actions that include cost reductions and increased operating leverage, Autodesk ( ADSK ) could improve its margins significantly, according to the investor.

In December, the company appointed two new independent directors to its Board of Directors. John Cahill, former chairman and CEO of Kraft Foods, and Ram Krishnan, executive VP and CEO of Emerson, joined the Autodesk Board as independent directors.

Autodesk ( ADSK ) also stated its intention to reduce the size of the Board by its 2025 Annual General Meeting.

In spite of all these changes in place, the report suggests that investors are pushing for further change to happen at the design software maker.

Autodesk’s stock has significantly dropped since reaching a peak in 2021, now holding a market value of approximately $55 billion, which has contributed to growing frustration among shareholders, per a report by the Wall Street Journal.

Price Action: ADSK shares traded higher by 0.60% at $261.50 in premarket at last check Wednesday.

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