PTC : Submission of Matters to a Vote of Security Holders - Form 8-K

ptc-8k_20220131.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):January 31, 2022

PTC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts	0-18059	04-2866152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 Seaport Boulevard, Boston, Massachusetts	02210
(Address of Principal Executive Offices)	(Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $.01 par value per share	PTC	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5. Corporate Governance and Management

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders was held on January 31, 2022. Three proposals were before the meeting:

•

Elect eight directors to serve until the 2023 Annual Meeting of Stockholders;

•

Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);

•

Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as PTC's independent registered public accounting firm for the current fiscal year.

The votes with respect to the proposals are set forth below.

Elect Eight Directors to Serve until the 2023 Annual Meeting of Stockholders.
	For		Withheld			Broker Non-Votes
Mark Benjamin	100,954,893		3,463,268			4,250,345
Janice Chaffin	85,850,129		18,568,032			4,250,345
James Heppelmann	101,339,766		3,078,395			4,250,345
Klaus Hoehn	102,374,562		2,043,599			4,250,345
Paul Lacy	89,380,270		15,037,891			4,250,345
Corinna Lathan	103,148,552		1,269,609			4,250,345
Blake Moret	101,420,807		2,997,354			4,250,345
Robert Schechter	98,212,893		6,205,268			4,250,345

Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay).
For		Against		Abstain		Broker Non-Votes
94,712,032		9,541,541		164,588		4,250,345

Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as PTC's Independent Registered Public Accounting Firm for the Current Fiscal Year.
For		Against		Abstain		Broker Non-Votes
97,053,432		11,591,092		23,982		-

Section 9 - Financial Statements and Exhibits

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PTC Inc.
Date: February 7, 2022	By:	/s/Catherine Gorecki
		Catherine Gorecki
		Senior Vice President, Corporate & Securities Counsel