SYNOPSYS,INC. (NASDAQ:SNPS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SYNOPSYS,INC. (NASDAQ:SNPS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment of 2006 Employee Equity Incentive Plan; Amendment of Employee Stock Purchase Plan
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At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April5, 2018, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “Amended Employee Equity Plan”), in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 3,000,000. Synopsys’ Board of Directors (the “Board”) and the Compensation Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

At the Annual Meeting, Synopsys’ stockholders also approved an amendment to Synopsys’ Employee Stock Purchase Plan (the “Amended ESPP”) primarily to increase the number of shares of common stock available for future issuance under the plan by 5,000,000. The Board and the Compensation Committee previously approved the Amended ESPP, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended ESPP

Summaries of the Amended Employee Equity Plan and the Amended ESPP are set forth in Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February16, 2018 (the “Proxy Statement”). Those summaries and the above descriptions of the Amended Employee Equity Plan and Amended ESPP do not purport to be complete and are qualified in their entirety by reference to the Amended Employee Equity Plan and Amended ESPP, which are filed as Exhibits 10.4 and 10.7, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference.

Item 5.02 Submission of Matters to a Vote of Security Holders.

(a)(b) Stockholder Meeting Results

As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April5, 2018. As of the record date, February9, 2018, 148,957,915 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 130,614,597 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

Synopsys’ stockholders voted on five proposals at the Annual Meeting. The proposals are further described in the Proxy Statement. The final results of the votes regarding each proposal are set forth below.

Proposal 1:Synopsys’ stockholders elected ten directors to Synopsys’ Board, to serve until the next annual meeting of stockholders or until their successors are elected. The voting results regarding this proposal are set forth below:

For Withhold BrokerNon-Votes

Aart J. de Geus

112,651,968 6,505,596 11,457,033

Chi-Foon Chan

117,260,751 1,896,813 11,457,033

Janice D. Chaffin

118,975,760 181,804 11,457,033

Bruce R. Chizen

111,665,244 7,492,320 11,457,033

Mercedes Johnson

118,207,824 949,740 11,457,033

Chrysostomos L. “Max” Nikias

118,616,606 540,958 11,457,033

John Schwarz

117,007,806 2,149,758 11,457,033

Roy Vallee

115,005,483 4,152,081 11,457,033

Steven C. Walske

111,582,104 7,575,460 11,457,033

Proposal 2:As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended Employee Equity Plan in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 3,000,000. The Amended Employee Equity Plan is filed as Exhibit 10.4 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

For:

107,034,515

Against:

12,033,956

Abstain:

89,093

Broker Non-Votes:

11,457,033

Proposal 3: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended ESPP primarily to increase the number of shares of common stock available for issuance under the plan by 5,000,000. The Amended ESPP is filed as Exhibit 10.7 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

For:

118,468,052

Against:

648,810

Abstain:

40,702

Broker Non-Votes:

11,457,033

Proposal 4:Synopsys’ stockholders approved, on an advisory basis, the compensation of Synopsys’ named executive officers as disclosed in the Proxy Statement. The voting results regarding this proposal are set forth below:

For:

110,854,208

Against:

8,157,454

Abstain:

145,902

Broker Non-Votes:

11,457,033

Proposal 5:Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending November3, 2018. The voting results regarding this proposal are set forth below:

For:

127,709,713

Against:

2,853,585

Abstain:

51,299
Item 5.02 Financial Statements and Exhibits.


SYNOPSYS INC Exhibit
EX-10.4 2 d564794dex104.htm EX-10.4 EX-10.4 Exhibit 10.4 SYNOPSYS,…
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About SYNOPSYS,INC. (NASDAQ:SNPS)

Synopsys, Inc. provides software, intellectual property (IP) and services. The Company supplies the electronic design automation (EDA) software that engineers use to design and test integrated circuits, also known as chips. It also offers IP products, which are pre-designed circuits that engineers use as components of larger chip designs rather than designing those circuits themselves. It provides software and hardware used to develop the electronic systems that incorporate chips and the software that runs on them. It provides technical services to support its solutions and help its customers develop chips and electronic systems. It is also a provider of software tools that developers use to develop software code in a range of industries, including electronics, financial services, energy, and industrials. It offers products and services in four categories: core EDA; IP, Systems and Software Integrity; Manufacturing Solutions, and Professional Services and Other.

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