Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election of Director
On August 31, 2020, in accordance with the applicable provisions of its bylaws,
the Board of Directors (the "Board") of Synopsys increased the size of the Board
from nine to ten directors and appointed Jeannine Sargent to serve as a director
effective as of September 2, 2020. The Board expects to appoint Ms. Sargent to
one or more committees of the Board at a later date.
Ms. Sargent currently serves in investment advisory roles that are focused on
industries ranging from AI solutions to energy and sustainability. She
previously served as president of Innovation and New Ventures at Flex from 2012
to 2017. Before joining Flex, Ms. Sargent served as CEO of Oerlikon Solar and
Voyan Technology.
There are no arrangements or understandings between Ms. Sargent and any other
persons pursuant to which Ms. Sargent was named a director of Synopsys.
Ms. Sargent does not have any family relationship with any of Synopsys'
directors or executive officers or any persons nominated or chosen by Synopsys
to be a director or executive officer. Furthermore, Ms. Sargent has no direct or
indirect material interest in any transaction or proposed transaction required
to be reported under Section 404(a) of Regulation S-K or Item 5.02(d) of Form
8-K.
Ms. Sargent will participate in Synopsys' standard non-employee director
compensation arrangements. She will receive an annual cash retainer of $125,000,
which is payable in advance in four equal payments prior to Synopsys' regularly
scheduled quarterly Board meetings. Ms. Sargent will also receive equity awards
pursuant to Synopsys' 2017 Non-Employee Directors Equity Incentive Plan. Upon
her appointment, Ms. Sargent was granted (i) an initial stock option grant for
5,998 shares of Synopsys common stock with a grant date fair market value of
$350,000, which vests in equal installments on the date immediately preceding
each of the first three annual meetings following the date of grant, subject to
continued Board service through each vesting date; and (ii) an interim
restricted stock award for 445 shares of Synopsys common stock with a grant date
fair market value equal to a pro-rated portion of the annual award of $175,000,
which vests on the date immediately preceding the first annual meeting following
the date of grant.
In accordance with Synopsys' customary practice, Synopsys is entering into its
standard form of indemnification agreement with Ms. Sargent, which requires
Synopsys to indemnify her against certain liabilities that may arise as result
of her status or service as a director. The description of Ms. Sargent's
indemnification agreement is qualified in its entirety by the full text of the
form of indemnification agreement, which is attached to Synopsys' Form 8-K filed
on July 14, 2011 as Exhibit 99.2.
The press release announcing the appointment of Ms. Sargent to Synopsys' Board
of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title
99.1 Press release dated September 2, 2020 announcing the appointment of
Jeannine Sargent to the Board of Directors of Synopsys, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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