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): June 28, 2017
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-15867 | 00-0000000 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 2655 Seely Avenue, Building 5 San Jose, California |
95134 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 943-1234
(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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (d) | On June 28, 2017, the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (the “Company”) elected Mary Agnes Wilderotter to serve as a director of the Company, effective July 1, 2017. In addition, Ms. Wilderotter was designated to serve as a member of the Corporate Governance and Nominating Committee and Strategy Committee of the Board, effective July 1, 2017. |
Ms. Wilderotter’s compensation will be consistent with the Company’s compensation of its other non-employee directors in effect from time to time and as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2017. Ms. Wilderotter was granted an incentive stock award with a grant date fair value of $85,000 under the Company’s 1995 Directors Stock Incentive Plan, which fully vests on February 21, 2018. Ms. Wilderotter received such grant in connection with her initial election to the Board and for the portion of 2017 during which Ms. Wilderotter will serve on the Board. Ms. Wilderotter has also entered into the Company’s standard indemnification agreement.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.01 | Cadence Design Systems, Inc. Press Release dated June 28, 2017. | |
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.
Dated: June 28, 2017
| CADENCE DESIGN SYSTEMS, INC. | ||
| By: | /s/ James J. Cowie | |
| James J. Cowie | ||
| Senior Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.01 | Cadence Design Systems, Inc. Press Release dated June 28, 2017. | |
Exhibit 99.01
Cadence Elects Maggie Wilderotter to Board of Directors
SAN JOSE, Calif. – June 28, 2017 – Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced the election of Maggie Wilderotter, the former Executive Chairman and CEO of Frontier Communications Corporation, to its board of directors, effective July 1, 2017.
“We are delighted to welcome Maggie Wilderotter to our board of directors,” said John B. Shoven, Ph.D., Cadence’s chairman of the board. “Maggie’s expertise, substantial experience as a technology executive and distinguished board service will provide Cadence with valuable strategic and operational leadership as we execute our System Design Enablement strategy and further enhance our delivery of long-term shareholder value.”
Ms. Wilderotter served in a number of positions at Frontier Communications between 2004 and 2016, including as Executive Chairman of the Board of Directors from April 2015 to April 2016, Chairman of the Board from December 2005 to April 2015, and Chief Executive Officer from November 2004 to April 2015. Prior to joining Frontier Communications, she served as Senior Vice President of the worldwide public sector of Microsoft Corporation, as well as Senior Vice President of worldwide business strategy. Ms. Wilderotter is also a member of the board of directors of Costco Wholesale Corporation, Hewlett Packard Enterprise Company and Juno Therapeutics, Inc. She holds a bachelor’s degree in economics from the College of the Holy Cross, and was awarded an honorary doctor of engineering degree from the Stevens Institute of Technology and an honorary doctor of laws degree from the University of Rochester.
About Cadence
Cadence enables electronic systems and semiconductor companies to create the innovative end products that are transforming the way people live, work and play. Cadence software, hardware and semiconductor IP are used by customers to deliver products to market faster. The company’s System Design Enablement strategy helps customers develop differentiated products—from chips to boards to systems—in mobile, consumer, cloud datacenter, automotive, aerospace, IoT, industrial and other market segments. Cadence is listed as one of Fortune Magazine’s 100 Best Companies to Work For. Learn more at cadence.com.
Cadence and the Cadence logo are registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.
For more information, please contact:
Investors and Shareholders
Alan Lindstrom
Cadence Design Systems, Inc.
408-944-7100
investor_relations@cadence.com
Media and Industry Analysts
Craig Cochran
Cadence Design Systems, Inc.
408-944-7039
newsroom@cadence.com