UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
(e) Amendment of 2006 Employee Equity Incentive Plan
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April 12, 2023, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “Amended Employee Equity Plan”), in order to, among other items, increase the number of shares of common stock available for issuance under the Amended Employee Equity Plan by 3,300,000. Synopsys’ Board of Directors (the “Board”) and the Compensation and Organizational Development Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.
A summary of the Amended Employee Equity Plan is set forth in Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 17, 2023 (the “Proxy Statement”). The summary and the description above of the Amended Employee Equity Plan do not purport to be complete and are qualified in their entirety by reference to the Amended Employee Equity Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a)(b) Stockholder Meeting Results
As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April 12, 2023. As of the record date of February 13, 2023, 152,293,735 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 137,636,962 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
Synopsys’ stockholders voted on six proposals at the Annual Meeting. The proposals are further described in the Proxy Statement. The final results of the votes regarding each proposal are set forth below.
Proposal 1: Synopsys’ stockholders elected nine directors to Synopsys’ Board, to serve until the next annual meeting of stockholders or until their successors are elected. The voting results regarding this proposal are set forth below:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Aart J. de Geus |
117,029,567 | 8,732,067 | 894,631 | 10,980,697 | ||||||||||||
| Luis Borgen |
126,328,859 | 206,655 | 120,751 | 10,980,697 | ||||||||||||
| Marc N. Casper |
125,462,998 | 1,068,428 | 124,839 | 10,980,697 | ||||||||||||
| Janice D. Chaffin |
120,174,259 | 6,369,352 | 112,654 | 10,980,697 | ||||||||||||
| Bruce R. Chizen |
97,111,155 | 28,834,418 | 710,692 | 10,980,697 | ||||||||||||
| Mercedes Johnson |
122,201,567 | 4,344,621 | 110,077 | 10,980,697 | ||||||||||||
| Jeannine P. Sargent |
125,470,213 | 1,065,723 | 120,329 | 10,980,697 | ||||||||||||
| John G. Schwarz |
116,514,508 | 10,022,624 | 119,133 | 10,980,697 | ||||||||||||
| Roy Vallee |
121,019,136 | 4,926,287 | 710,842 | 10,980,697 | ||||||||||||
Proposal 2: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended Employee Equity Plan in order to, among other items, increase the number of shares of common stock available for issuance under the Amended Employee Equity Plan by 3,300,000. The Amended Employee Equity Plan is filed as Exhibit 10.2 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:
| For: |
115,670,840 | |||
| Against: |
10,883,117 | |||
| Abstain: |
102,308 | |||
| Broker Non-Votes: |
10,980,697 |
Proposal 3: Synopsys’ stockholders indicated their preference, on an advisory basis, that an advisory vote on the compensation of Synopsys’ named executive officers be held every year. The voting results regarding this proposal are set forth below:
| 1 Year: |
125,758,016 | |||
| 2 Years: |
32,985 | |||
| 3 Years: |
729,067 | |||
| Abstain: |
136,197 | |||
| Broker Non-Votes: |
10,980,697 |
Proposal 4: Synopsys’ stockholders approved, on an advisory basis, the compensation of Synopsys’ named executive officers as disclosed in the Proxy Statement. The voting results regarding this proposal are set forth below:
| For: |
118,241,447 | |||
| Against: |
8,241,614 | |||
| Abstain: |
173,204 | |||
| Broker Non-Votes: |
10,980,697 |
Proposal 5: Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending October 28, 2023. The voting results regarding this proposal are set forth below:
| For: |
130,589,433 | |||
| Against: |
6,382,497 | |||
| Abstain: |
665,032 | |||
| Broker Non-Votes: |
0 |
Proposal 6: Synopsys’ stockholders approved the stockholder proposal regarding special stockholder meetings. The voting results regarding this proposal are set forth below:
| For: |
63,099,208 | |||
| Against: |
63,092,893 | |||
| Abstain: |
464,164 | |||
| Broker Non-Votes: |
10,980,697 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.2 | 2006 Employee Equity Incentive Plan, as amended | |
| 10.3 | Form of Restricted Stock Unit Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan | |
| 10.4 | Form of Notice of Grant of Stock Options and Option Agreement under 2006 Employee Equity Incentive Plan | |
| 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: April 14, 2023 | By: | /S/ JOHN F. RUNKEL, JR. | ||||
| John F. Runkel, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||