Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2021, the Board of Directors (the "Board") of ANSYS, Inc. (the
"Company") voted to increase the size of the Board from eight to nine directors
and to increase the size of Class II from two to three directors, effective on
such date. On October 26, 2021, the Board elected Anil Chakravarthy to the Board
to fill the resulting vacancy, effective on such date. Mr. Chakravarthy will
serve as a Class II director for the term expiring on the date of the Company's
2022 Annual Meeting of Stockholders (the "2022 Annual Meeting"). The Board
anticipates appointing Mr. Chakravarthy to serve on one or more committees of
the Board, but at the time of the filing of this Form 8-K, the Board had not
determined the committee(s) to which he will be appointed. The Company will
provide this information by filing an amendment to this Form 8-K after such
information is determined or becomes available.
Mr. Chakravarthy will participate in the Company's non-employee director
compensation program, which is described on pages 22-23 of the Company's proxy
statement for its 2021 Annual Meeting of Stockholders, filed with the Securities
and Exchange Commission on March 31, 2021. In connection with his appointment to
the Board, on October 26, 2021 (the "Grant Date"), Mr. Chakravarthy received a
pro-rated annual cash retainer in the amount of $21,918 and a pro-rated grant of
restricted stock units ("RSUs") with a value of $164,384 for his Board service
until the 2022 Annual Meeting. The RSUs granted to Mr. Chakravarthy will vest
upon the earlier of one year after grant or the next annual meeting of
stockholders, subject to accelerated or prorated vesting under certain
circumstances such as death or disability or change in control of the Company.
In addition, the Company will enter into its standard Non-Employee Director
Indemnification Agreement and Confidentiality Agreement with Mr. Chakravarthy.
There are no arrangements or understandings between Mr. Chakravarthy and any
other persons pursuant to which he was selected as director of the Company. Mr.
Chakravarthy does not have any direct or indirect material interest in any
transaction or proposed transaction required to be reported under Item 404(a) of
Regulation S-K.
A copy of the press release announcing the appointment of Mr. Chakravarthy to
the Board is attached hereto as Exhibit 99.1.


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

Exhibit 99.1               Press release dated October 26, 2021

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

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