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    ANSS   US03662Q1058


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ANSYS INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

05/18/2021 | 10:20am EDT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2021, ANSYS, Inc. ("Ansys" or the "Company") held its 2021 Annual
Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the
Company's stockholders approved the ANSYS, Inc. 2021 Equity and Incentive
Compensation Plan (the "2021 Plan").
The 2021 Plan is a long-term incentive plan pursuant to which awards may be
granted to directors, officers, other employees and certain consultants of the
Company and its subsidiaries. These awards include stock option rights, stock
appreciation rights, restricted stock, restricted stock units, cash incentives,
performance shares, performance units and other awards. The 2021 Plan authorizes
4,400,000 shares of common stock for issuance, plus the total number of shares
remaining available for issuance under the Fifth Amended and Restated ANSYS,
Inc. 1996 Stock Option and Grant Plan (the "Predecessor Plan") as of the
effective date of the 2021 Plan plus any shares relating to the outstanding
awards under the Predecessor Plan or the 2021 Plan that are subsequently
Performance objectives applicable to performance awards granted pursuant to the
2021 Plan may include, without limitation, objectives related to: earnings
before interest, taxes, depreciation and amortization, income or net income
(loss) (either before or after interest, taxes, depreciation and/or
amortization), earnings, changes in the market price of common stock, funds from
operations or similar measures, sales, bookings or revenue (including recurring
revenue), annual contract value, billings, economic value added, mergers,
acquisitions or other strategic transactions, divestitures, financings,
operating income (loss), cash flow (including, but not limited to, operating
cash flow and free cash flow), return on capital, return on investments, assets,
debt (including debt reduction), working capital, regulatory compliance,
improvement of financial ratings, annual spend or license annual spend, equity
investments, stockholder returns, orders, return on sales, marketing, gross or
net profit levels, productivity, margins, operating efficiency, productivity,
product innovation, number of customers, customer satisfaction and related
metrics, individual performance, quality improvements, new product releases,
growth or growth rate, intellectual property, expenses or costs (including cost
reduction programs), implementation of projects or processes, employee
engagement and satisfaction, diversity, environmental and social measures,
information technology, technology development, human resources management,
litigation, research and development, working capital, earnings (loss) per share
of common stock, and market share, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group.
Except as otherwise provided in the 2021 Plan, equity-based awards granted under
the 2021 Plan will generally be subject to either a minimum vesting or minimum
performance period of at least one year and prohibits the paying of dividends or
dividend equivalents on awards until they are earned and/or vested. Pursuant to
the terms of the 2021 Plan, awards will be subject to recovery or recoupment
under circumstances set forth in the Corporate Governance Guidelines.
No grant will be made under the 2021 Plan on or after May 17, 2031. It is not
possible to determine specific amounts and form of awards that may be granted
under the 2021 Plan after the Annual Meeting. The foregoing summary of the 2021
Plan is qualified in its entirety by reference to the full text of the 2021
Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders considered and voted on the
matters listed below. The proposals are described in detail in the Company's
Proxy Statement filed with the Securities and Exchange Commission on March 31,
2021. The final voting results from the Annual Meeting are set forth below.
Proposal 1: Election of Three Class I Directors for Three-Year Terms

The Company's stockholders elected each of the following nominees to serve as a director of the Company for a three-year term expiring in 2024. For each nominee, the votes were as follows:

Director                   For         Against     Abstain     Broker Non-Votes
Jim Frankola            74,077,665     683,676     82,941         4,222,902
Alec D. Gallimore       73,714,349    1,108,556    21,377         4,222,902
Ronald W. Hovsepian     68,619,193    6,198,767    26,322         4,222,902


Proposal 2: Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021

The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2021. The votes were as follows:

     For         Against     Abstain     Broker Non-Votes
  76,584,693    2,465,956    16,535             -

Proposal 3: Approval of the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan

The Company's stockholders approved the ANSYS, Inc. 2021 Equity and Incentive Plan. The votes were as follows:

     For         Against     Abstain     Broker Non-Votes
  68,648,658    5,796,548    399,076        4,222,902

Proposal 4: Advisory Approval of the Compensation of our Named Executive Officers

The Company's stockholders approved, on an advisory basis, the Company's named executive officer compensation. The votes were as follows:

     For         Against     Abstain     Broker Non-Votes
  66,242,083    8,217,098    385,101        4,222,902

Proposal 5: Stockholder Proposal Requesting the Adoption of a Simple Majority Voting Provision, if Properly Presented

The Company's stockholders approved the stockholder proposal requesting the adoption of a simple majority voting provision. The votes were as follows:

For Against Abstain Broker Non-Votes

65,131,563 9,530,468 182,251 4,222,902

Item 9.01. Financial Statements and Exhibits
(d)                      Exhibits.

Exhibit 99.1               ANSYS, Inc. 2021 Equity and Incentive Compensation Plan.

Exhibit 104              Cover Page Interactive Data File (embedded within the Inline XBRL document)


© Edgar Online, source Glimpses

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