ANSYS, INC. (NASDAQ:ANSS) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January15, 2018, the ANSYS, Inc. (the “Company”) Board of Directors (the “Board”) approved an amendment and restatement of the Company’s Second Amended and Restated By-laws (the “By-laws Amendment”) to provide for “proxy access” to the Company’s stockholders. The By-Laws Amendment added a new Article II, Section4 that allows eligible stockholders who, individually or as part of a group of up to twenty (20)individual stockholders, have continuously held 3% of the Company’s outstanding common stock for at least three years to include stockholder-nominated director candidates in the Company’s proxy materials for annual stockholder meetings. The maximum number of director nominees that may be submitted to these provisions may not exceed the greater of (A)two (2) or (B)twenty percent (20%) of the number of Directors in office on the last day on which a proxy access nomination may be delivered as set forth in the By-Laws Amendment. The By-Laws Amendment also sets forth the procedures and requirements related to any proxy access nomination.
The summary of the By-laws Amendment above is qualified in its entirety by the Third Amended and Restated By-laws filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Financial Statements and Exhibits.
ANSYS INC ExhibitEX-3.1 2 d528080dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED BY-LAWS OF ANSYS,…To view the full exhibit click here
About ANSYS, INC. (NASDAQ:ANSS)
ANSYS, Inc. develops and markets engineering simulation software and services used by engineers, designers and students across industries and academia, including aerospace and defense, automotive, industrial equipment, electronics, biomedical, energy, materials and chemical processing, and semiconductors. The Company distributes its ANSYS suite of simulation technologies through a network of independent resellers and distributors, channel partners and direct sales offices across the world. The Company’s product portfolio consists of ANSYS Workbench, Structures, Fluids, Electronics, Multiphysics, Embedded Software, Systems, 3-D Direct Modeling and Academic. ANSYS Workbench is the framework upon which the Company’s suite of engineering simulation technologies is built. Its fluids product suite enables modeling of fluid flow and other related physical phenomena. Its electronics product suite provides field simulation software for designing electronic and electromechanical products.