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
At the 2020 Annual Meeting of Stockholders (the "Annual Meeting") of Synopsys,
Inc. ("Synopsys") held on April 9, 2020, 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 3,500,000. 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 of the
Board 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 February 18, 2020 (the "Proxy Statement").
Those summaries and the descriptions above 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 5.07 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 April 9,
2020. As of the record date, February 10, 2020, 150,210,879 shares of Synopsys
common stock were outstanding and entitled to vote at the Annual Meeting. A
total of 134,474,873 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 nine 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 Broker Non-Votes
Aart J. de Geus 114,890,647 8,558,698 11,025,528
Chi-Foon Chan 120,934,372 2,514,973 11,025,528
Janice D. Chaffin 108,972,126 14,477,219 11,025,528
Bruce R. Chizen 101,033,483 22,415,862 11,025,528
Mercedes Johnson 121,085,776 2,363,569 11,025,528
Chrysostomos L. "Max" Nikias 122,108,541 1,340,804 11,025,528
John Schwarz 114,133,925 9,315,420 11,025,528
Roy Vallee 113,275,290 10,174,055 11,025,528
Steven C. Walske 114,360,642 9,088,703 11,025,528
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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
3,500,000. 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: 112,631,323
Against: 10,736,120
Abstain: 81,902
Broker Non-Votes: 11,025,528
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: 122,054,793
Against: 1,362,483
Abstain: 32,069
Broker Non-Votes: 11,025,528
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: 116,323,791
Against: 7,040,034
Abstain: 85,520
Broker Non-Votes: 11,025,528
Proposal 5: Synopsys' stockholders ratified the selection of KPMG LLP as
Synopsys' independent registered public accounting firm for the fiscal year
ending October 31, 2020. The voting results regarding this proposal are set
forth below:
For: 129,280,095
Against: 5,142,794
Abstain: 51,984
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.4 2006 Employee Equity Incentive Plan, as amended
10.5 Form of Restricted Stock Unit Grant Notice and Award Agreement
under 2006 Employee Equity Incentive Plan
10.6 Form of Notice of Grant of Stock Options and Option Agreement
under 2006 Employee Equity Incentive Plan
10.7 Employee Stock Purchase Plan, as amended
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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