UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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) | The Board of Directors (the “Board”) of Cadence Design Systems, Inc. (“Cadence”) have elected Ita Brennan and Lewis Chew to the Board of Cadence, and appointed each of them to the Audit Committee of the Board, effective March 15, 2020. |
The compensation of Ms. Brennan and Mr. Chew will be consistent with Cadence’s compensation of its other non-employee directors in effect from time to time and as described in Cadence’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2019. Ms. Brennan and Mr. Chew were each granted an incentive stock award with a grant date fair value of $174,945.36 under Cadence’s 1995 Directors Stock Incentive Plan, which will vest on February 14, 2021. Ms. Brennan and Mr. Chew received such grant in connection with their initial election to the Board and for the portion of 2020 during which they will serve on the Board. Ms. Brennan and Mr. Chew have also entered into Cadence’s standard indemnification agreement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |||
| 99.01 |
Cadence Design Systems, Inc. Press Release dated March 16, 2020. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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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: March 16, 2020
| CADENCE DESIGN SYSTEMS, INC. | ||
| By: |
/s/ James J. Cowie | |
| James J. Cowie | ||
| Senior Vice President, General Counsel & Secretary | ||
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EXHIBIT 99.01
Cadence Elects Ita Brennan and Lewis Chew to Board of Directors
SAN JOSE, Calif., March 16, 2020—Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced the election of Ita Brennan and Lewis Chew to its board of directors, effective March 15, 2020. Ms. Brennan is senior vice president, chief financial officer at Arista Networks, Inc., which provides software-driven cognitive cloud computing for the large-scale data center and campus environment. Mr. Chew is executive vice president and chief financial officer at Dolby Laboratories, Inc., which creates audio and imaging technologies that transform entertainment and communications at the cinema, home and work and on mobile devices.
“We are honored to welcome Ita Brennan and Lewis Chew to our board of directors,” said John B. Shoven, Ph.D., Cadence’s chairman of the board. “Cadence is committed to providing our customers with innovative solutions that enable them to develop their transformational products. Ita and Lewis’s financial expertise will augment the board’s strength in this area, and their deep industry knowledge and strong customer relationships will provide valuable strategic and operational insights to further strengthen Cadence’s position in existing and emerging market segments.”
Prior to joining Arista in 2015, Ms. Brennan served in a number of key finance roles, including chief financial officer for QuantumScope Corporation, a designer and manufacturer of solid-state lithium metal batteries, from 2014 to 2015, and chief financial officer for Infinera Corporation, an intelligent transport networking company, from 2006 to 2014. Prior to 2006, Ms. Brennan held various roles at Maxtor Corporation, a storage solutions company, including vice president of finance for Maxtor’s worldwide operations. Ms. Brennan is a fellow of the Institute of Chartered Accountants and an alumna of Deloitte and Touche, an accounting firm, in both Ireland and the U.S.
Prior to joining Dolby Laboratories in 2012, Mr. Chew served as senior vice president of finance and chief financial officer of National Semiconductor Corporation, a designer and manufacturer of semiconductor components, from 2001 to 2011. Prior to joining National Semiconductor, Mr. Chew was a partner at KPMG LLP, an accounting firm. He has been recognized five times as one of America’s best CFOs by Institutional Investor magazine in its annual ranking. In 2009, Mr. Chew was a finalist for the Bay Area CFO of the Year Award, and in 2002, Treasury & Risk magazine named him one of the nation’s top 40 finance executives under the age of 40.
About Cadence
Cadence is a pivotal leader in electronic design, building upon more than 30 years of computational software expertise. The company applies its underlying Intelligent System Design strategy to deliver software, hardware and IP that turn design concepts into reality. Cadence customers are the world’s most innovative companies, delivering extraordinary electronic products from chips to boards to systems for the most dynamic market applications including consumer, hyperscale computing, 5G communications, automotive, aerospace, industrial and health. For six years in a row, Fortune Magazine has named Cadence one of the 100 Best Companies to Work For. Learn more at www.cadence.com.
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© 2020 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.
For more information, please contact:
Cadence Newsroom
408-944-7039
newsroom@cadence.com
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Document and Entity Information |
Mar. 15, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | CADENCE DESIGN SYSTEMS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000813672 |
| Document Type | 8-K |
| Document Period End Date | Mar. 15, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-15867 |
| Entity Tax Identification Number | 00-0000000 |
| Entity Address, Address Line One | 2655 Seely Avenue |
| Entity Address, City or Town | San Jose |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95134 |
| City Area Code | (408) |
| Local Phone Number | 943-1234 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | CDNS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |