UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As part of a broader review of Synopsys, Inc.’s (“Synopsys”) governance practices, on December 12, 2023, Synopsys’ Board of Directors (the “Board”), acting upon the recommendation of the Corporate Governance and Nominating Committee of the Board, amended and restated Synopsys’ amended and restated bylaws (the “Bylaws”).
The Bylaws were updated to, among other things: (i) lower the Requisite Percentage (as defined in the Bylaws) to request a special stockholder meeting from 20% to 15% of all outstanding shares of capital stock of Synopsys, (ii) clarify the disclosure and procedural requirements for stockholder nominations of directors; (iii) make administrative changes related to the adoption of the universal proxy rules by the SEC; (iv) make procedural changes related to certain recent changes in Delaware General Corporation Law; and (v) make certain other minor clarifying and conforming changes.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Exhibit Title | |
3.1 | Amended and Restated Bylaws | |
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: December 13, 2023 | By: | /s/ John F. Runkel, Jr. | ||||
John F. Runkel, Jr. | ||||||
General Counsel and Corporate Secretary |