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 4, 2023, in accordance with the applicable provisions of its amended and restated bylaws, the Board of Directors (the “Board”) of Synopsys, Inc. (“Synopsys”) increased the size of the Board from nine to ten directors and appointed Robert Painter to serve as director effective immediately. The Board has determined that Mr. Painter qualifies as an independent director in accordance with the listing requirements and rules of the Nasdaq Stock Market LLC and Synopsys’ Corporate Governance Guidelines. The Board expects to appoint Mr. Painter to one or more committees of the Board at a later date.
Mr. Painter has served as President and Chief Executive Officer of Trimble Inc. (“Trimble”), a global, industrial technology company, and on Trimble’s board of directors since January 2020. He previously served as Trimble’s Chief Financial Officer from 2016 to 2019 and in several other leadership positions since joining Trimble in 2006. Prior to joining Trimble, Mr. Painter served in a variety of leadership positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Market and Kraft Foods.
There are no arrangements or understandings between Mr. Painter and any other persons pursuant to which he was named a director of Synopsys. Mr. Painter 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, Mr. Painter does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
Mr. Painter will participate in Synopsys’ non-employee director program. Mr. Painter 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 and will be prorated in his first year of service. Further, upon his appointment, Mr. Painter was granted (i) an initial restricted stock award for 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 shares of Synopsys common stock with a grant date fair market value equal to a prorated 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 Mr. Painter, which requires Synopsys to indemnify Mr. Painter against certain liabilities that may arise as result of his status or service as a director. The description of Mr. Painter’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.
| Item 7.01 | Regulation FD Disclosure. |
The press release announcing the appointment of Robert Painter to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by Synopsys under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press release dated August 7, 2023 announcing the appointment of Robert Painter to the Board of Directors of Synopsys, Inc. | |
| 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.
| SYNOPSYS, INC. | ||||||
| Dated: August 7, 2023 | By: | /S/ JOHN F. RUNKEL, JR. | ||||
| John F. Runkel, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
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Exhibit 99.1
Synopsys Appoints Rob Painter to Board of Directors
SUNNYVALE, Calif., Aug. 7, 2023 — Synopsys, Inc. (Nasdaq: SNPS) today announced the appointment of Rob Painter to its board of directors. Painter currently serves as president and chief executive officer at Trimble (Nasdaq: TRMB), a global technology company focused on transforming work for industries spanning agriculture, construction, geospatial and transportation.
“We are thrilled to welcome Rob to our Synopsys board of directors,” said Aart de Geus, chair and CEO of Synopsys. “Rob is a visionary leader whose expertise in driving innovation and leading transformational growth by digitalization across the technology landscape will further accelerate our mission to help catalyze ‘smart everything’ solutions for the world. We already have an outstanding board and Rob’s intellect and broad experience of practical while complex technology applications will fit right in.”
Painter was named president and CEO of Trimble in 2020 after 14 years with the company serving in executive operational and financial roles, including as chief financial officer from 2016 to 2019. During his tenure, Trimble’s revenue significantly expanded from $940 million to $3.67 billion as the company successfully executed its strategy of connecting and digitizing work across industries such as construction, agriculture and transportation. He holds a bachelor’s degree in finance from West Virginia University and an MBA from Harvard University.
“It’s an honor to join the board of Synopsys,” said Painter. “The world continues to digitize, AI is here, and I believe Synopsys is the right company, in the right space, at the right time. I look forward to partnering with the Board and the leadership team as Synopsys continues to advance and deliver an unmatched product portfolio to enable a new ‘smart everything’ era.”
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 an S&P 500 company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and offers the industry’s broadest portfolio of application security testing tools and services. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing more secure, high-quality code, Synopsys has the solutions needed to deliver innovative products. Learn more at www.synopsys.com.
Editorial Contact:
Cara Walker
Synopsys, Inc.
650-584-5000
Cara@synopsys.com
Investor Contact:
Trey Campbell
Synopsys, Inc.
650-584-4289
Synopsys-ir@synopsys.com
Document and Entity Information |
Aug. 04, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SYNOPSYS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000883241 |
| Document Type | 8-K |
| Document Period End Date | Aug. 04, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-19807 |
| Entity Tax Identification Number | 56-1546236 |
| Entity Address, Address Line One | 675 Almanor Ave |
| Entity Address, City or Town | Sunnyvale |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94085 |
| 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 (par value of $0.01 per share) |
| Trading Symbol | SNPS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |