Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2021, the Board of Directors (the "Board") of Cadence Design
Systems, Inc. (the "Company") appointed Anirudh Devgan, Ph.D., currently the
Company's President, as President and Chief Executive Officer of the Company
effective December 15, 2021 (the "Transition Effective Date"). Dr. Devgan will
replace Lip-Bu Tan, who will step down as Chief Executive Officer of the Company
and will assume the position of Executive Chair of the Company as of the
Transition Effective Date and continue to serve as a director. In connection
with Mr. Tan's appointment as Executive Chair and as required by the Company's
Corporate Governance Guidelines, the independent directors of the Board
appointed John Shoven, Ph.D., the Board's current Chairman, to serve as the lead
independent director of the Board, effective as of the Transition Effective
Date.
On July 21, 2021, the Board also approved an increase in the size of the Board
from nine to ten directors, and appointed Dr. Devgan as a director, each
effective as of August 2, 2021.
Dr. Devgan, 51, joined the Company in 2012 and has served the Company in a
number of different capacities. He has served as President of the Company since
November 2017 and, prior to this, served as the Company's Executive Vice
President, Research and Development from March 2017 to November 2017, Senior
Vice President, Research and Development from November 2013 to March 2017, and
Corporate Vice President, Research and Development from May 2012 to November
2013.
The Company expects to enter into an amended employment agreement with
Dr. Devgan and an Executive Chair agreement with Mr. Tan at a later date and
will disclose the compensatory terms of such amended employment agreement and
Executive Chair agreement by an amendment to this Form 8-K.
There are no arrangements or understandings between Dr. Devgan and any other
persons pursuant to which he was selected as a director, and there are no family
relationships between Dr. Devgan and any director or executive officer of the
Company. Dr. Devgan has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Dr. Devgan will not serve on any committees of the Board or receive any
directors' fees.
A copy of the press release issued by the Company on July 26, 2021, regarding
this transition is attached as Exhibit 99.01 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated July 26, 2021.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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