Autodesk, Inc. (NASDAQ: ADSK), a design software and services company, reached a settlement agreement with its activist investors and appointed three new directors to its Board to avoid a proxy fight.
In a regulatory filing with the Securities and Exchange Commission (SEC), Eminence Capital LP and Sachem Head Capital Management disclosed that the settlement agreement with Autodesk included standstill requirements, which will expire on September 30, 2016.
Eminence Capital owns 13,082, 588 shares of 5.8% while Sachem Head Capital owns 12,890,000 shares or 5.7% of Autodesk.
Autodesk new directors
According to the activist investors, Autodesk named Scott Ferguson, Rick Hill, and Jeff Clarke as directors to its Board. Their appointment increased the size of the company’s Board from 10 to 13 members.
Mr. Ferguson is a managing partner of Sachem Head Capital; Mr. Hill is the Chairman of Tessera Technologies (NASDAQ:TSRA) and Mr. Clark is the chief executive officer of Eastman Kodak Company (NYSE:KODK).
Mr. Ferguson will serve as a member of the Compensation & Human Resources Committee of the Board. He will be offered the position of Chairman of any new committee that will be created by the Board to address issues arising out of the purview of the charter of the Compensation & Human Resources Committee.
Mr. Hill will serve as a member of the Corporate Governance & Nominating Committee, and Mr. Clarke will serve as a member of the Audit Committee of the Board.
Eminence Capital and Sachem Head Capital agreed to vote all of its shares for each of the nominees recommended by Autodesk Board.
The company agreed to nominate the three newly appointed directors (investor nominees) and no more than eight other individuals for election as director during its 2016 Annual Meeting and 2017 Annual meeting of shareholders.
New directors bring expertise to Auto Desk
In a statement, Crawford W. Beveridge, Non-executive Chairman of Autodesk Board of Directors commented that the newly-appointed directors” bring considerable expertise in technology, finance and governance for the benefit of the company and its shareholders.”
He added that the entire leadership of Autodesk is “focused on pursuing a well-defined strategic plan and business model transition” to drive growth and deliver value to shareholders and customers.
“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,” said Beveridge.
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