What was changed
Starboard took a roughly $500 million stake in Autodesk in 2024 and in August pushed the board to explore a CEO change and cost cuts, arguing that a 93% gross-margin company ran below-peer operating margins and could gain up to 1,000 basis points.
Autodesk resisted, adding two independent directors in December 2024, but Starboard revived the proxy fight in March 2025 with three nominees; on April 24, 2025 the company announced a cooperation agreement appointing Jeff Epstein and Christie Simons to the board, with Starboard withdrawing its nominees and agreeing to standstill and voting terms.
The two appointees joined as observers until the June 18, 2025 annual meeting, after which the board expanded to 12 directors, 11 of them independent, with Epstein's finance and Simons' audit expertise aimed at the profitability agenda.
What it achieved
Jeff Epstein and Christie Simons joined the board; Starboard withdrew its three nominees under a standstill; Autodesk kept pushing its cost and margin agenda.
Why it worked
A 1,000-basis-point margin thesis gave the fight a number.
Board seats, not rhetoric, lock in cost discipline.
Settlement kept the campaign cooperative instead of adversarial.
What can be applied
Even a lost proxy season can end in governance change: the settlement that follows a fight often delivers the board seats the initial filing could not.
Aftermath
Autodesk kept its cloud, platform and AI strategy while pushing margin improvement under the refreshed board; Starboard gained visibility and influence without a full proxy victory.
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