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(Bloomberg) -- Starboard Value LP, which has urged a shake-up at Autodesk Inc. for nearly a year, is preparing a proxy fight at the software company, citing “financial and operational underperformance,” a “severe lack of management credibility” and concerns about the company’s full-year guidance.

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The activist investor intends to nominate a “minority” slate of directors to the board for election at the company’s 2025 annual meeting, it said Wednesday in a letter to shareholders. Starboard didn’t name the potential candidates or say how many it expects to nominate. The deadline for nominating directors is March 20, according to people familiar with the matter.

“Regrettably, for the vast majority of our engagement to date, we believe Autodesk has been quick to dismiss shareholders’ concerns, claiming instead that the company is performing according to plan and governed appropriately,” Starboard wrote in the letter. “However, the stock market provides the ultimate scorecard: Autodesk’s share price has meaningfully underperformed over the long-term.”

The shares rose 3.1% to $268.01 at 2:14 p.m. in New York. The stock declined 12% this year through Tuesday’s close.

Autodesk rejected Starboard’s contentions, saying in a statement that it has taken “decisive actions to drive growth” and “generate significant long-term value.” The company also said it appointed five new independent board members in the past six years, including two directors in December.

“In the spirit of constructive engagement over the past year, Autodesk proactively met with Starboard representatives repeatedly and invited them to present their ideas to the full board,” the company said in the statement. “When we added our newest directors, we reached out in advance to offer Starboard the opportunity to participate in the process, which they dismissed.”

Starboard has pressured the board to reevaluate the performance of Chief Executive Officer Andrew Anagnost since last August after accounting issues arose at the company. The accounting problems first came to light in April 2024, when Autodesk delayed its annual financial disclosures. In May, the company announced it was replacing its chief financial officer. In its letter Wednesday, Starboard accused Autodesk’s board of “precedential unwillingness to hold management accountable.”