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

Item5.02

At the 2017 Annual Meeting of Stockholders (the
Annual Meeting) of Synopsys, Inc.
(Synopsys) held on April6, 2017,
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 5,000,000 shares. 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 2017 Annual Meeting, Synopsys stockholders also approved
the 2017 Non-Employee Directors Equity Incentive Plan (the
Non-Employee Directors Equity Plan), in
order to, among other items, authorize 450,000 shares of common
stock for issuance under the plan. The Board and the Compensation
Committee previously approved the Non-Employee Directors Equity
Plan, subject to such stockholder approval. Only non-employee
members of the Board are eligible to participate in the
Non-Employee Directors Equity Plan.

Summaries of the Amended Employee Equity Plan and the
Non-Employee Directors Equity Plan are set forth in Synopsys
definitive proxy statement for the Annual Meeting filed with the
Securities and Exchange Commission on February17, 2017 (the
Proxy Statement). Those summaries and
the above descriptions of the Amended Employee Equity Plan and
Non-Employee Directors Equity Plan do not purport to be complete
and are qualified in their entirety by reference to the Amended
Employee Equity Plan and Non-Employee Directors Equity Plan,
which are filed as Exhibits 10.4 and 10.8, respectively, to this
Current Report on Form 8-K and are each incorporated herein by
reference.

(a)(b) Stockholder Meeting
Results

As described in Item 5.02(e) above, Synopsys held its Annual
Meeting on April6, 2017. As of the record date, February10, 2017,
150,475,423 shares of Synopsys common stock were outstanding and
entitled to vote at the Annual Meeting. A total of 135,231,385
shares of Synopsys common stock, constituting a quorum, were
represented in person or by proxy at the Annual Meeting.

Synopsys stockholders voted on six proposals at the Annual
Meeting. The proposals are 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:

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 5,000,000
shares. 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: