UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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.
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On June 1, 2023, Janesh Moorjani was appointed to the Board of Directors of PTC Inc., effective as of June 7, 2023. Mr. Moorjani has also been appointed to serve as a member of the Audit Committee of the Board of Directors.
Mr. Moorjani has served as Chief Financial Officer and Chief Operating Officer of Elastic N.V., a data analytics company built on the power of search, since May 2022. Before that, he served as Chief Financial Officer of Elastic N.V. from August 2017 to May 2022. Before that, he held various senior leadership, finance and sales positions at Infoblox, VMware, Cisco Systems, PTC, and Goldman Sachs. Mr. Moorjani holds a Bachelor of Commerce degree from the University of Mumbai and an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Moorjani is 50 years old.
Mr. Moorjani’ s compensation for service as a director will be commensurate with that for our outside directors, other than our Board Chair, for the 2023 Board service year, as prorated for the year. He will be paid an annual cash retainer of $60,000, as pro-rated for the current year, payable quarterly in arrears, and will be granted an annual equity retainer of RSUs valued at approximately $250,000 on the grant date, as prorated for the year, which RSUs will vest on the earlier of the 2024 Annual Meeting of Stockholders and March 15, 2024. He will also receive a one-time initial new director grant of RSUs valued at $375,000 on the grant date, which RSUs will vest in two substantially equal installments on June 15, 2024 and 2025. For his service on the Audit Committee, Mr. Moorjani will receive compensation commensurate with that for other Audit Committee members, other than the Committee Chair, for the 2023 Audit Committee service year. He will be paid a cash retainer of $15,000, which will be prorated for the year and will be payable quarterly in arrears.
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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.
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PTC Inc. |
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Date: 5 June 2023 |
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/s/Catherine Gorecki |
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Catherine Gorecki |
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Senior Vice President, Corporate & Securities Counsel, Assistant Secretary |
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