8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 12, 2023

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

Delaware	000-19807	56-1546236
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

675 Almanor Ave

Sunnyvale, California 94085

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 584-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value of $0.01 per share)	SNPS	Nasdaq Global Select Market

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.

On August 12, 2023, Aart J. de Geus informed the Board of Directors (the “Board”) of Synopsys, Inc. (“Synopsys”) of his intent to step down as Chief Executive Officer of Synopsys, effective January 1, 2024 (the “Effective Date”). In connection therewith, on August 13, 2023, the Board promoted Sassine Ghazi, Synopsys’ President and Chief Operating Officer, to the role of President and Chief Executive Officer, and appointed Dr. de Geus to the role of Executive Chair of the Board, in each case, effective as of the Effective Date.

On August 13, 2023, the Board also approved an increase in the size of the Board from ten to eleven directors, and appointed Mr. Ghazi as a director, in each case, effective as of August 13, 2023.

Mr. Ghazi, 53, has served as our Chief Operating Officer since August 2020 and became our President in November 2021. Mr. Ghazi joined Synopsys in March 1998 as an Application Engineer and most recently served as General Manager of the Design Group. Prior to joining Synopsys, Mr. Ghazi was a design engineer at Intel Corporation. Mr. Ghazi received his bachelor’s degree in Business Administration from Lebanese American University; a B.S.E.E from the Georgia Institute of Technology in 1993; and an M.S.E.E. from the University of Tennessee in 1995.

The Company expects to approve new compensation terms for Dr. de Geus and Mr. Ghazi at a later date, and will disclose the compensatory terms by an amendment to this Form 8-K.

There are no arrangements or understandings between Mr. Ghazi and any other persons pursuant to which Mr. Ghazi was appointed Chief Executive Officer and a member of the Board of Synopsys. Mr. Ghazi 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. Mr. Ghazi 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.

Item 7.01 Regulation FD Disclosure.

The press release announcing the departure of Dr. de Geus as Chief Executive Officer and the appointment of Dr. de Geus as Executive Chair of the Board and Mr. Ghazi as Chief Executive Officer and a member of 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 the Company 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.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title
99.1	Press release dated August 16, 2023 announcing the departure of Dr. de Geus as Chief Executive Officer, appointment of Dr. de Geus as Executive Chair of the Board, and appointment of Mr. Ghazi as Chief Executive Officer and a member of the Board
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

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 16, 2023	By:	/S/     JOHN F. RUNKEL, JR.
		John F. Runkel, Jr.
		General Counsel and Corporate Secretary

4

EX-99.1

Exhibit 99.1

NEWS RELEASE

Synopsys Announces Sassine Ghazi to Assume

President and CEO Role Jan. 1, 2024

Aart de Geus to Take Role of Executive Chair at that Time

Sunnyvale, Calif., Aug. 16, 2023 –Synopsys, Inc. (Nasdaq: SNPS) today announced that its Board of Directors has appointed Sassine Ghazi as president and Chief Executive Officer effective on Jan. 1, 2024. At that time, Aart de Geus, chair and CEO will transition into the role of Executive Chair of Synopsys’ Board of Directors. In their new roles, de Geus and Ghazi will continue their close and trusting collaboration to maintain and extend Synopsys’ high vitality culture, technology leadership, and excellent business growth, as they have demonstrated in recent years. Ghazi also joined Synopsys’ Board of Directors, effective Aug. 13, 2023.

“I am ecstatic about Sassine’s transition into the CEO role,” said Aart. “With 25 years of his career at Synopsys, Sassine embodies our values and culture, has driven very innovative technology, has strong operational experience in running our company, and has built deep, trusting relationships with our customers and partners. At heart, Sassine is a profoundly positive person with a ‘Yes, if…’ mindset, a results-oriented approach, stellar people leadership skills, and a deep passion for customers. With his outstanding track record and great talents, I’m excited about Sassine’s transition into the CEO role!”

“Following a systematic, multi-year succession planning process and speaking for the entire board,” added Roy Vallee, Lead Independent Director of Synopsys’ board, “we are delighted to promote Sassine to become our next president and CEO and thank Aart for the exemplary transition.”

Ghazi (53) brings multiple decades of chip design, applications engineering, customer support, sales, and business management experience to the Synopsys CEO role. In his current role as president and COO, he leads and drives strategy for all business units, sales, marketing and customer success at Synopsys. He assumed the role of COO in August 2020 and was appointed to the role of president in November 2021. Prior to Synopsys, he was a design engineer at Intel.

“I am incredibly honored and profoundly grateful to the board, Aart, and our exceptional leadership team for placing their unwavering trust in me,” said Ghazi. “My heart is filled with gratitude for the invaluable support, mentorship, and guidance extended by Aart over the years, which have been pivotal in shaping me into the leader I am today.”

“As I step into the role of CEO, I am fueled by an unwavering determination to build upon our strong foundation, drive innovation, and propel Synopsys to even greater heights of success.”

“Regarding my own path forward,” Aart added, “aside from first and foremost supporting Sassine, my focus will be to champion our unique culture and technical innovation both in and outside the company. In all cases, my support of Sassine will be seamless and encouraging as he brings fresh, ambitious, and exciting new leadership to our company!”

De Geus (69), who founded Synopsys in 1986, grew the company from a disruptive start-up to a technology and market leader in electronic design automation, design IP, and software security. Synopsys revolutionized digital design, and today, with about 20,000 employees and revenue over the last twelve months of approximately $5.5B, Synopsys is one of the world’s essential semiconductor ecosystem companies with an ambitious mission to help catalyze the coming AI-enabled ‘Smart Everything’ era. Aart is a technology visionary and legendary keynote speaker at industry events recognized by numerous awards. He has built Synopsys with an unwavering value-driven commitment to positive world impact and a deep belief in the talent and potential of all people.

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.

Investor Contact:

Trey Campbell

Synopsys, Inc.

650-584-4289

Synopsys-ir@synopsys.com

Editorial Contact:

Cara Walker

Synopsys, Inc.

408-482-5000

corp-pr@synopsys.com

XML

Document and Entity Information	Aug. 12, 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. 12, 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