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
Date of Report (Date of earliest event Reported): August 2, 2018
ANSYS, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-20853 | 04-3219960 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 2600 ANSYS Drive, Canonsburg, PA 15317 |
| (Address of Principal Executive Offices) (Zip Code) |
(724) 746-3304
(Registrant's telephone number, including area code)
| 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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Election On July 31, 2018, Ms. Glenda M. Dorchak and Ms. Nicole Anasenes were elected to the ANSYS, Inc. (the “Company”) Board of Directors (the “Board”) effective immediately. Ms. Dorchak will serve as a Class III director for the term expiring on the date of the annual meeting of the stockholders expected to take place in May 2020, or until her earlier death, resignation or removal. Ms. Dorchak was also elected to the Compensation Committee of the Board effective immediately. Ms. Anasenes will serve as a Class I director for the term expiring on the date of the annual meeting of the stockholders expected to take place in May 2021, or until her earlier death, resignation or removal. Ms. Anasenes was also elected to the Audit Committee of the Board effective immediately. In connection with Ms. Dorchak’s election to the Board, the Company entered into an indemnification agreement with Ms. Dorchak on July 31, 2018, in the Company's standard form of indemnification agreement for non-employee directors included as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2013. Pursuant to this indemnification agreement, the Company will agree, in certain circumstances, to indemnify Ms. Dorchak against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that Ms. Dorchak, in her capacity as a director of the Company, is made or threatened to be made a party to any suit or proceeding. The indemnification agreement will also provide for the mandatory advancement of expenses to Ms. Dorchak in connection with any suit or proceeding. The description above is a summary of the terms of the indemnification agreement with Ms. Dorchak; it does not purport to be complete and it is qualified in its entirety by reference to the form of the indemnification agreement itself, which is incorporated herein by reference. In connection with her service to the Company as a director, Ms. Dorchak will be entitled to receive compensation consistent with that of the Company’s other non-affiliate independent directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2018, under the caption “Non-Employee Director Compensation,” which portion of such proxy statement is incorporated herein by reference. Ms. Dorchak was not selected as a director pursuant to any arrangement or understanding between Ms. Dorchak and any other persons. Since the beginning of the Company’s last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Ms. Dorchak, or members of her immediately family, had or will have a direct or indirect material interest, other than her director compensation arrangements. In connection with Ms. Anasenes’ election to the Board, the Company entered into an indemnification agreement with Ms. Anasenes on July 31, 2018, in the Company's standard form of indemnification agreement for non-employee directors included as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2013. Pursuant to this indemnification agreement, the Company will agree, in certain circumstances, to indemnify Ms. Anasenes against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that Ms. Anasenes, in her capacity as a director of the Company, is made or threatened to be made a party to any suit or proceeding. The indemnification agreement will also provide for the mandatory advancement of expenses to Ms. Anasenes in connection with any suit or proceeding. The description above is a summary of the terms of the indemnification agreement with Ms. Anasenes; it does not purport to be complete and it is qualified in its entirety by reference to the form of the indemnification agreement itself, which is incorporated herein by reference. In connection with her service to the Company as a director, Ms. Anasenes will be entitled to receive compensation consistent with that of the Company’s other non-affiliate independent directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2018, under the caption “Non-Employee Director Compensation,” which portion of such proxy statement is incorporated herein by reference. Ms. Anasenes was not selected as a director pursuant to any arrangement or understanding between Ms. Anasenes and any other persons. Since the beginning of the Company’s last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Ms. Anasenes, or members of her immediately family, had or will have a direct or indirect material interest, other than her director compensation arrangements. On August 2, 2018, the Company issued a press release in connection with Ms. Dorchak’s and Ms. Anasenes’ election to the Board. The full text of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit
Number Description 99.1 Press release dated August 2, 2018 regarding the election of Ms. Anasenes and Ms. Dorchak as directors.
SIGNATURES
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.
| ANSYS, Inc. | ||
| Date: August 2, 2018 | By: | /s/ Janet Lee |
| Janet Lee | ||
| Vice President, General Counsel and Secretary | ||
INDEX TO EXHIBITS
| Exhibit Number | Description of Exhibit | |
| 99.1 | Press release dated August 2, 2018 regarding the election of Ms. Anasenes and Ms. Dorchak as directors. |
EXHIBIT 99.1
ANSYS Appoints Nicole Anasenes and Glenda Dorchak to Board of Directors
PITTSBURGH, Aug. 02, 2018 (GLOBE NEWSWIRE) -- ANSYS, Inc. (NASDAQ:ANSS) today announced the expansion of its board of directors from eight members to ten, effective July 31, 2018.
Joining ANSYS’ board are:
Nicole Anasenes has spent her 20+ year career in tech building and transforming businesses. She currently serves as the Chief Financial Officer and Chief Operating Officer of Squarespace, a fast-growing software platform that empowers millions of people to share their stories, build their businesses and engage their customers with an impactful, stylish online presence. Since joining Squarespace, she’s been helping the business transform to support continued growth and change. Prior to her current role, she was Chief Financial Officer of Infor, one of the largest providers of enterprise applications in the world. During her tenure at Infor, she helped lead the transition of their business model into a SaaS model, which changed the growth trajectory of the company and transformed the way its clients consumed enterprise applications. Before joining Infor, she spent 17 years with IBM in various leadership positions in Corporate Finance, M&A and market development. Her roles spanned hardware, software and services and included driving businesses in both mature and emerging markets. She holds an MBA from The Wharton School of the University of Pennsylvania and a Bachelor’s degree from New York University.
Glenda Dorchak is a technology industry veteran with deep leadership and operating expertise running hardware and software businesses in the computing and communications technology sectors that enable today’s Internet of Things. Her operating expertise was groomed over 22 years with IBM where she held a broad set of management and executive roles including General Manager PC Direct North America and global Customer Relationship Marketing executive for the Personal Systems Group. She went on to become CEO of pioneering e-retailer Value America before joining Intel Corporation as Vice President & COO Intel Communications Group and later holding several VP & General Manager roles including GM of the Consumer Electronics Group. Her focus on connected embedded products and technologies continued with CEO roles at software providers Intrinsyc and VirtualLogix. Ms. Dorchak also served as EVP & General Manager Global Business for Spansion, a leading provider of non-volatile memory solutions that was acquired by Cypress Semiconductor. She currently serves on the boards of Mellanox Technologies, Energy Focus and Quantenna.
Ajei Gopal, President and CEO of ANSYS, said, “Ms. Dorchak and Ms. Anasenes are outstanding additions to our board of directors. We expect to benefit greatly from their tremendous expertise in technology, finance and governance, as we seek to leverage their business acumen to continue our momentum and execute our Pervasive Simulation strategy.” Ronald W. Hovsepian, lead independent director of ANSYS, added, “Nicole brings valuable finance and operations expertise, while Glenda brings tremendous technology and governance expertise to our Board. Both are accomplished executives with extensive experience at leading technology companies. Glenda will be a member of the Compensation Committee and Nicole will become a member of the Audit Committee.”
About ANSYS, Inc.
If you've ever seen a rocket launch, flown on an airplane, driven a car, used a computer, touched a mobile device, crossed a bridge, or put on wearable technology, chances are you've used a product where ANSYS software played a critical role in its creation. ANSYS is the global leader in Pervasive Engineering Simulation. We help the world's most innovative companies deliver radically better products to their customers. By offering the best and broadest portfolio of engineering simulation software, we help them solve the most complex design challenges and create products limited only by imagination. Founded in 1970, ANSYS employs thousands of professionals, many of whom are expert M.S. and Ph.D.-level engineers in finite element analysis, computational fluid dynamics, electronics, semiconductors, embedded software and design optimization. Headquartered south of Pittsburgh, Pennsylvania, U.S.A., ANSYS has more than 75 strategic sales locations throughout the world with a network of channel partners in 40+ countries. Visit www.ansys.com for more information.
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ANSYS and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners.
Contact:
Investors:
Annette Arribas
724.820.3700
annette.arribas@ansys.com
Media:
Amy Pietzak
724.820.4367
amy.pietzak@ansys.com