Autodesk Announces CEO Transition

SAN FRANCISCO, February 7, 2017 /PRNewswire/ – Autodesk, Inc. (NASDAQ: ADSK) today announced that Carl Bass has decided to step down as president and CEO, effective February 8. The company's board has initiated a CEO search, considering both internal and external candidates, and has established an Interim Office of the Chief Executive to handle daily operations. Bass will remain with the company as a special advisor to facilitate the transition to a new CEO. He will continue serving on the Autodesk board of directors and will be nominated for re-election at the 2017 annual shareholder meeting. Crawford W. Beveridge will stay on as non-executive chairman. "I've had the privilege of working closely with Carl throughout his tenure as CEO," said Beveridge. "His strategic vision, combined with his unique blend of business and technical acumen, has been invaluable. Over the past decade, we've witnessed exponential growth, both in our business and in the global market potential for Autodesk. Carl has consistently been a dynamic force for change, transforming us from a 2D design company into a global leader in 3D design and engineering software." Bass remarked, "It's been an incredible honor to guide Autodesk through this transformative era. I'm incredibly proud of what we've achieved—both from a business and technological standpoint. Our transition to a cloud and subscription-based model is well underway. The company's strategic direction is solid, the management team is strong, and now feels like the perfect time for me to step aside. I'm excited to see what the future holds for Autodesk as it embarks on its next chapter. While I'm moving on to new adventures, I'll remain committed to the company as a board member and ensure the continued success of our cloud and subscription business model." In other boardroom developments, Autodesk also announced a new agreement with Sachem Head Capital Management LP ('Sachem Head'). This agreement involves the resignation of two Sachem Head-nominated directors, Scott Ferguson and Jeff Clarke, from the board. Additionally, Sachem Head has agreed to extend its standstill and voting agreements until June 2018. Ferguson noted, "Since joining the board, I’ve been highly impressed by Carl’s leadership and vision. I’m confident that, with this transition, we’ll find a leader who can build on Carl’s achievements and drive Autodesk’s growth and value creation for years to come." The board plans to initiate a search for a new independent director, who will join the board once Ferguson and Clarke step down, which will happen on the later of the 2017 annual meeting or the appointment of a new CEO. To ensure continuity and focus on operational excellence during the transition, the board has created an Interim Office of the Chief Executive, led by Amar Hanspal, senior vice president and chief product officer, and Andrew Anagnost, senior vice president and chief marketing officer, as interim co-CEOs. Hanspal, who joined Autodesk in 1987, has held several leadership roles in product development, marketing, and customer success. He spearheaded the company’s shift toward cloud platforms and software-as-a-service, as well as investments in construction and manufacturing growth opportunities. Currently, he oversees the company’s global product development. Anagnost, who started his career at Lockheed Martin Aeronautics before joining Autodesk in 1997, has held various roles in marketing, product management, and product development. He led the company’s transition to an all-subscription business model and now oversees all marketing and business strategy for Autodesk. Bass and the board began discussing a potential CEO transition over 18 months ago as part of the board’s ongoing succession planning process. When Sachem Head began purchasing Autodesk shares in late 2015, discussions regarding a permanent successor were paused, as stable leadership was deemed crucial to navigating investor negotiations while advancing the company’s transition to cloud-based technologies and a subscription-only business model. With the recent agreement with Sachem Head, Bass and the board believe this is the optimal time to identify the next leader to steer Autodesk’s growth. Beveridge added, "We fully trust Amar and Andrew to maintain our operational excellence as we search for Carl’s successor. Both will ensure our cloud-based technologies and subscription model continue to thrive. The board has established a thorough search process, which includes internal and external candidates, to select a strong leader capable of executing our strategy as we embark on the next phase of growth." Autodesk reaffirmed its non-GAAP financial outlook for the fourth quarter and full fiscal year 2017, projecting revenue, earnings per share, and subscription additions to align with the high end of guidance released on November 29, 2016. Autodesk creates software for creators. Whether it’s driving a high-performance car, admiring a skyscraper, using a smartphone, or watching a great film, chances are you’ve experienced what millions of Autodesk customers do with our software. For more information, visit autodesk.com or follow @autodesk. Autodesk is a registered trademark of Autodesk, Inc., and/or its subsidiaries and affiliates in the USA and/or other countries. All other brands, product names, or trademarks belong to their respective owners. Autodesk reserves the right to modify product offerings, specifications, and pricing without prior notice. © 2017 Autodesk, Inc. All rights reserved. This press release contains forward-looking statements that involve risks and uncertainties. These include statements regarding the anticipated impacts and outcomes of our executive leadership transition and independent director search, the ability to identify and attract a qualified new CEO and independent director, our expectations regarding future financial performance, our short-term and long-term goals, and other statements concerning our strategies, market position, and financial results. Forward-looking statements often cannot be identified solely by their reliance on future dates or events. Many factors could cause actual results to differ significantly from those expressed or implied in these statements, including but not limited to: challenges in achieving revenue and profitability targets; difficulties in attracting and retaining qualified leaders; challenges associated with transitioning business models and markets; unpredictability in subscription billings or revenues; macroeconomic conditions; geopolitical risks; fluctuations in foreign currency exchange rates; and integration issues following acquisitions. Further details on these risks can be found in Autodesk's Annual Report on Form 10-K for the fiscal year ended January 31, 2016, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2016, both filed with the U.S. Securities and Exchange Commission. Autodesk undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances.

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