Scott Ferguson, Rick Hill and Jeff Clarke to Join Board of Directors;
Additional Independent Directors Expand Technology, Financial and
Governance Expertise
SAN RAFAEL, Calif.--(BUSINESS WIRE)--Mar. 11, 2016--
Autodesk, Inc. (NASDAQ: ADSK) today announced that it has reached
settlement agreements with each of Sachem Head Capital Management LP
(“Sachem Head”) and Eminence Capital, LP (“Eminence”) and Autodesk has
appointed Scott Ferguson, Rick Hill and Jeff Clarke to its Board of
Directors.
“We welcome Scott, Rick, and Jeff to the board, who bring considerable
expertise in technology, finance and governance for the benefit of the
company and its shareholders,” said Crawford W. Beveridge, non-executive
chairman of Autodesk’s Board of Directors. “Our entire board and
management team are focused on pursuing a well-defined strategic plan
and business model transition that we believe are the best way to drive
growth and deliver value to our shareholders and customers alike. We are
pleased with the progress we have made to date and look forward to
continuing the effort with the addition of our new directors.”
Scott Ferguson, managing partner of Sachem Head, will serve as a
director and a member of the Board’s Compensation & Human Resources
Committee. Rick Hill, chairman of the board of Tessera Technologies,
Inc., will serve as a director and a member of the Board’s Corporate
Governance & Nominating Committee. Jeff Clarke, chief executive officer
of Kodak, will serve as a director and a member of the Board’s Audit
Committee.
“I am extremely excited to join the board of directors of Autodesk. The
actions taken by the company are evidence that there is a strong
alignment between the current board and shareholders on a path forward
that will drive long-term shareholder value,” Ferguson said. “I look
forward to working with the full board to help the Company achieve its
potential.”
Ricky Sandler, chief executive officer of Eminence, said, “We are
pleased to have reached a constructive agreement with the board and are
confident that the addition of these directors will help create
significant value for all shareholders. As committed long-term investors
we strongly support Autodesk’s business model transition and move to the
cloud.”
The company’s Board of Directors will initially include 13 directors
upon the appointment of Ferguson, Hill and Clarke, but will be reduced
to 11 directors following the 2016 annual meeting where two current
Board members will not stand for re-election. Pursuant to the settlement
agreements, Sachem Head and Eminence Capital have agreed to certain
standstill and voting provisions.
The complete settlement agreements entered into by the company and each
of Sachem Head Capital and Eminence Capital will be included as an
exhibit to a Current Report on Form 8-K filed with the Securities and
Exchange Commission.
About Scott Ferguson
Scott Ferguson is the Managing Partner and Portfolio Manager of Sachem
Head. Prior to founding Sachem Head, he spent nine years as a Partner at
Pershing Square Capital Management, where he joined as the firm’s first
investment professional. Prior to Pershing Square, Scott earned an
M.B.A. from Harvard Business School in 2003 and worked at American
Industrial Partners and McKinsey & Company. Scott graduated from
Stanford University with an A.B. in Public Policy in 1996. Scott serves
on the Leadership Council of the Robin Hood Foundation, and the Boards
of the Henry Street Settlement and Episcopal Charities, two social
service agencies based in New York.
About Rick Hill
Richard S. Hill currently serves as Chairman of the Board of Directors
of Tessera Technologies, Inc. and as a member of the Boards of Directors
of Arrow Electronics, Inc., and Cabot Microelectronics Corporation. He
served as Tessera’s Interim Chief Executive Officer from April 2013
until May 2013. He previously served as the Chief Executive Officer and
member of the Board of Directors of Novellus Systems Inc., until its
acquisition for more than $3 billion by Lam Research Corporation in June
2012. During his nearly 20 years leading Novellus Systems, Rick grew
annual revenues from approximately $100 million to over $1 billion.
Before joining Novellus in 1993, Rick spent 12 years with Tektronix
Corporation and also worked in a variety of engineering and management
positions with General Electric, Motorola and Hughes Aircraft Company.
He received a B.S. in Bioengineering from the University of Illinois in
Chicago and an M.B.A. from Syracuse University.
About Jeff Clarke
Jeff Clarke is the Chief Executive Officer and a member of the Board of
Directors of Kodak. Prior to joining Kodak, Jeff was a Managing Partner
of Augusta Columbia Capital (ACC), a private investment firm he
co-founded in 2012. From 2012 to 2014, he was the Chairman of
Travelport, Inc., a private, travel technology firm, where he served as
CEO from 2006 to 2011, after leading its sale from Cendant Corporation
to the Blackstone Group for $4.3 billion in 2006. Prior to that, Jeff
was the Chief Operating Officer of CA, Inc., an enterprise software
company, Executive Vice President of Global Operations at HP, and Chief
Financial Officer of Compaq Computer. Jeff has served on the Board of
Directors of Red Hat, Inc. since 2008, and also served as a director of
the Compuware Corporation from 2013 to 2014. He served as Chairman of
Orbitz Worldwide, a global online travel agency, from 2007 to 2014. Jeff
earned an MBA from Northeastern University, where he serves as a
Trustee. He holds a B.A. in Economics from SUNY Geneseo.
About Autodesk
Autodesk helps people imagine, design and create a better world.
Everyone—from design professionals, engineers and architects to digital
artists, students and hobbyists—uses Autodesk software to unlock their
creativity and solve important challenges. For more information
visit autodesk.com or follow @autodesk.
Safe Harbor Statement
This press release contains forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ
significantly from those projected, particularly with respect to the
appointments of Messrs. Ferguson, Hill and Clarke to the Board of
Directors and the impact of these changes on Autodesk, Inc. (the
“Company”). Material factors that may cause results to differ from the
statements made include the impact of management and organizational
changes; our ability to execute on our business model transition,
including the transition of product offerings to subscription and
cloud-based offerings; the implementation and results of any strategic
plans as well as our ongoing strategic and cost initiatives; market or
industry conditions; our ability to compete with new or existing
competitors; our long-term financial goals; the impact of our
restructuring; our strategies, market and products positions, and
performance; failure to maintain our revenue growth and profitability;
failure to successfully manage transitions to new business models and
markets; difficulty in predicting revenue from new businesses and the
potential impact on our financial results from changes in our business
models; general market, political, economic and business conditions; the
impact of non-cash charges on our financial results; fluctuation in
foreign currency exchange rates; the success of our foreign currency
hedging program; failure to maintain cost reductions or otherwise
control our expenses; our performance in particular geographies;
difficulties encountered in integrating new or acquired businesses and
technologies; the inability to identify and realize the anticipated
benefits of acquisitions; the financial and business condition of our
reseller and distribution channels; dependence on and the timing of
large transactions; the Company’s ability to successfully complete and
integrate acquisitions of businesses; the risk of loss of, or decreases
in production orders from, customers of acquired businesses; financial
and regulatory risks associated with the international nature of the
Company’s businesses; failure of the Company’s products to achieve
technological feasibility or profitability; failure to successfully
commercialize the Company’s products; and changes in demand for the
products of the Company’s customers.
You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this release. The
Company’s filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K for the year ended January 31, 2015 and
Form 10-Q for the quarter ended October 31, 2015, include more
information about factors that could affect the Company’s business and
financial results. The Company assumes no obligation to update
information contained in this press release. Although this release may
remain available on the Company’s website or elsewhere, its continued
availability does not indicate that the Company is reaffirming or
confirming any of the information contained herein.
Autodesk is a registered trademark of Autodesk, Inc., and/or its
subsidiaries and/or affiliates in the USA and/or other countries. All
other brand names, product names or trademarks belong to their
respective holders. Autodesk reserves the right to alter product and
services offerings, and specifications and pricing at any time without
notice, and is not responsible for typographical or graphical errors
that may appear in this document.
© 2016 Autodesk, Inc. All rights reserved.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160311005184/en/
Source: Autodesk, Inc.
Autodesk, Inc.
Noah Cole, 415-580-3535
noah.cole@autodesk.com