ANSYS, Inc. (NASDAQ:ANSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Election
On December 15, 2017, Dr. Alec Gallimore was elected to the ANSYS, Inc. (the “Company”) Board of Directors (the “Board”) effective as of December 18, 2017. Dr. Gallimore will serve as a Class I director until the 2018 annual meeting of stockholders or until his successor is elected and qualified or until his earlier death, resignation, or removal. Dr. Gallimore was also elected to the Audit Committee of the Board effective as of December 18, 2017.
In connection with Dr. Gallimore's election to the Board, the Company will enter into an indemnification agreement (the "Indemnification Agreement") with Dr. Gallimore on December 15, 2017 in the Company's standard form of indemnification agreement for non-employee directors included as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2013. to the Indemnification Agreement, the Company will agree, in certain circumstances, to indemnify Dr. Gallimore against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that Dr. Gallimore, in his capacity as a director of the Company, is made or threatened to be made a party to any suit or proceeding. The Indemnification Agreement will also provide for the mandatory advancement of expenses to Dr. Gallimore in connection with any suit or proceeding. The description above is a summary of the terms of the Indemnification Agreement. This description does not purport to be complete and it is qualified in its entirety by reference to the form of the Indemnification Agreement itself, which is incorporated herein by reference.
In connection with his service to the Company as a director, Dr. Gallimore will be entitled to receive compensation consistent with that of the Company’s other non-affiliate independent directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2017 under the caption, “Our Board of Directors – Director Compensation,” which portion of such proxy statement is incorporated herein by reference.
Dr. Gallimore was not selected as a director to any arrangement or understanding between Dr. Gallimore and any other persons.
Since the beginning of the Company’s last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Dr. Gallimore, or members of his immediately family, had or will have a direct or indirect material interest, other than his director compensation arrangements.
On December 19, 2017, the Company issued a press release in connection with Dr. Gallimore’s election to the Board. The full text of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press release dated December19, 2017 regarding election of Dr. Alec Gallimore as a director. |
ANSYS INC ExhibitEX-99.1 2 exh_991.htm PRESS RELEASE EdgarFilingEXHIBIT 99.1Dr. Alec Gallimore Named to ANSYS Board of Directors PITTSBURGH,…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.