UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Emerging growth company
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| (d) | Election of Director |
On August 31, 2020, in accordance with the applicable provisions of its bylaws, the Board of Directors (the “Board”) of Synopsys increased the size of the Board from nine to ten directors and appointed Jeannine Sargent to serve as a director effective as of September 2, 2020. The Board expects to appoint Ms. Sargent to one or more committees of the Board at a later date.
Ms. Sargent currently serves in investment advisory roles that are focused on industries ranging from AI solutions to energy and sustainability. She previously served as president of Innovation and New Ventures at Flex from 2012 to 2017. Before joining Flex, Ms. Sargent served as CEO of Oerlikon Solar and Voyan Technology.
There are no arrangements or understandings between Ms. Sargent and any other persons pursuant to which Ms. Sargent was named a director of Synopsys. Ms. Sargent does not have any family relationship with any of Synopsys’ directors or executive officers or any persons nominated or chosen by Synopsys to be a director or executive officer. Furthermore, Ms. Sargent has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
Ms. Sargent will participate in Synopsys’ standard non-employee director compensation arrangements. She will receive an annual cash retainer of $125,000, which is payable in advance in four equal payments prior to Synopsys’ regularly scheduled quarterly Board meetings. Ms. Sargent will also receive equity awards pursuant to Synopsys’ 2017 Non-Employee Directors Equity Incentive Plan. Upon her appointment, Ms. Sargent was granted (i) an initial stock option grant for 5,998 shares of Synopsys common stock with a grant date fair market value of $350,000, which vests in equal installments on the date immediately preceding each of the first three annual meetings following the date of grant, subject to continued Board service through each vesting date; and (ii) an interim restricted stock award for 445 shares of Synopsys common stock with a grant date fair market value equal to a pro-rated portion of the annual award of $175,000, which vests on the date immediately preceding the first annual meeting following the date of grant.
In accordance with Synopsys’ customary practice, Synopsys is entering into its standard form of indemnification agreement with Ms. Sargent, which requires Synopsys to indemnify her against certain liabilities that may arise as result of her status or service as a director. The description of Ms. Sargent’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to Synopsys’ Form 8-K filed on July 14, 2011 as Exhibit 99.2.
The press release announcing the appointment of Ms. Sargent to Synopsys’ Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Exhibit Title | |
| 99.1 | Press release dated September 2, 2020 announcing the appointment of Jeannine Sargent to the Board of Directors of Synopsys, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| SYNOPSYS, INC. | ||||||
| Dated: September 4, 2020 | By: | /S/ JOHN F. RUNKEL, JR. | ||||
| John F. Runkel, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
NEWS RELEASE
Editorial Contact:
Simone Souza
Synopsys, Inc.
650-584-6454
simone@synopsys.com
Investor Contact:
Lisa L. Ewbank
Synopsys, Inc.
650-584-1901
Synopsys-ir@synopsys.com
Synopsys Appoints Jeannine Sargent to Board of Directors
MOUNTAIN VIEW, Calif., September 2, 2020 – Synopsys, Inc. (Nasdaq: SNPS) today announced the appointment of Jeannine Sargent to its board of directors, effective today. Ms. Sargent is an experienced corporate executive and board member, with a background in global business and product strategy, engineering, operations, and sales and marketing. Prior to her current investment advisory roles with a focus on industries ranging from artificial intelligence to energy and sustainability, she served as president of Innovation and New Ventures at Flex, where she was responsible for worldwide innovation, global design and engineering, new product businesses and corporate venture investments. Before joining Flex, Ms. Sargent was CEO of Oerlikon Solar, a leading provider of end-to-end thin film solar photovoltaic solutions, and of Voyan Technology, which supplied software and silicon solutions for the broadband communication and semiconductor equipment industries.
“Jeannine is an accomplished business leader and advisor with a compelling breadth of experience and impact,” said Aart de Geus, chairman and co-CEO of Synopsys. “Her demonstrated expertise in leading-edge technology and business development, operations, complex ecosystems and global markets will be of high value as a complement to the strong board we have at Synopsys.”
Ms. Sargent is currently a member of the boards of Fortive, a diversified industrial technology company, and Proterra, a privately held leader in commercial electric vehicle technology. At Fortive, she is chair of the Audit committee and serves on the Compensation and Nominating & Governance committees. Ms. Sargent was also a director at Cypress Semiconductor, where she served on the Compensation and Nominating & Governance committees.
“I’m excited about the opportunities that Synopsys has in EDA and semiconductor IP, in light of today’s hyperscalers and the dawn of quantum computing, and in the Software Integrity business, as the need for security testing continues to accelerate,” Sargent said. “I’m honored to join such a capable and committed team.”
She graduated magna cum laude from Northeastern University with a Bachelor of Science degree in chemical engineering and holds certificates from the executive development programs at the MIT Sloan School of Management, Harvard University, and Stanford University.
About Synopsys
Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software™ partner for innovative companies developing the electronic products and software applications we rely on every day. As the world’s 15th largest software company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and is also growing its leadership in software security and quality solutions. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing applications that require the highest security and quality, Synopsys has the solutions needed to deliver innovative, high-quality, secure products. Learn more at www.synopsys.com.
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Document and Entity Information |
Aug. 31, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SYNOPSYS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000883241 |
| Document Type | 8-K |
| Document Period End Date | Aug. 31, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-19807 |
| Entity Tax Identification Number | 56-1546236 |
| Entity Address, Address Line One | 690 East Middlefield Road |
| Entity Address, City or Town | Mountain View |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94043 |
| City Area Code | (650) |
| Local Phone Number | 584-5000 |
| 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) |
| Trading Symbol | SNPS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |