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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 7, 2024
Date of Report (Date of earliest event reported)
ANSYS, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
Delaware | 0-20853 | 04-3219960 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2600 ANSYS Drive, | Canonsburg, | PA | | | 15317 |
(Address of principal executive offices) | | (Zip Code) |
844-462-6797
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: |
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | ANSS | Nasdaq Stock Market LLC |
| | | (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2024, ANSYS, Inc. (“Ansys” or the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the matters listed below. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 10, 2024. The final voting results from the Annual Meeting are set forth below.
Proposal 1: Election of Three Directors for One-Year Terms
The Company’s stockholders elected each of the following nominees to serve as a director of the Company for a one-year term expiring in 2025. For each nominee, the votes were as follows:
| | | | | | | | | | | | | | |
Director | For | Against | Abstain | Broker Non-Votes |
Jim Frankola | 72,247,421 | 1,645,586 | 35,983 | 4,656,949 |
Alec D. Gallimore | 72,708,705 | 1,184,712 | 35,573 | 4,656,949 |
Ronald W. Hovsepian | 67,973,431 | 5,876,803 | 78,756 | 4,656,949 |
Proposal 2: Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024
The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024. The votes were as follows:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
72,693,627
| 5,854,813
| 37,499
| 0 |
Proposal 3: Advisory Approval of the Compensation of Our Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation. The votes were as follows:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
62,898,403 | 10,565,767
| 464,820
| 4,656,949
|
Proposal 4: Stockholder Proposal Requesting the Adoption of a Shareholder Right to Call a Special Shareholder Meeting, if Properly Presented
The Company’s stockholders approved the stockholder proposal requesting the adoption of a shareholder right to call a special shareholder meeting. The votes were as follows:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
51,986,351
| 21,437,356
| 505,283
| 4,656,949
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| | ANSYS, Inc. |
| | | |
Date: | June 11, 2024 | By: | /s/ Janet Lee |
| | | Janet Lee |
| | | Senior Vice President, General Counsel and Secretary |