Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) Amendment of 2006 Employee Equity Incentive Plan
At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Synopsys,
Inc. ("Synopsys") held on April 8, 2021, Synopsys' stockholders approved
Synopsys' 2006 Employee Equity Incentive Plan, as amended (the "Amended Employee
Equity Plan"), in order to, among other items, increase the number of shares of
common stock available for issuance under the Amended Employee Equity Plan by
4,700,000. Synopsys' Board of Directors (the "Board") and the Compensation
Committee of the Board previously approved the Amended Employee Equity Plan,
subject to such stockholder approval. Synopsys' executive officers are eligible
to participate in the Amended Employee Equity Plan.
A summary of the Amended Employee Equity Plan is set forth in Synopsys'
definitive proxy statement for the Annual Meeting filed with the Securities and
Exchange Commission on February 18, 2021 (the "Proxy Statement"). The summary
and the description above of the Amended Employee Equity Plan do not purport to
be complete and are qualified in their entirety by reference to the Amended
Employee Equity Plan, which is filed as Exhibit 10.4 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)(b) Stockholder Meeting Results
As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April 8,
2021. As of the record date of February 9, 2021, 152,368,887 shares of Synopsys
common stock were outstanding and entitled to vote at the Annual Meeting. A
total of 135,064,363 shares of Synopsys common stock, constituting a quorum,
were represented in person or by proxy at the Annual Meeting.
Synopsys' stockholders voted on five proposals at the Annual Meeting. The
proposals are further described in the Proxy Statement. The final results of the
votes regarding each proposal are set forth below.
Proposal 1: Synopsys' stockholders elected nine directors to Synopsys' Board, to
serve until the next annual meeting of stockholders or until their successors
are elected. The voting results regarding this proposal are set forth below:
For Against Abstain Broker Non-Votes
Aart J. de Geus 113,793,537 10,612,881 880,623 9,777,322
Chi-Foon Chan 123,362,280 1,889,278 35,483 9,777,322
Janice D. Chaffin 119,638,552 5,589,504 58,985 9,777,322
Bruce R. Chizen 106,437,417 18,788,765 60,859 9,777,322
Mercedes Johnson 123,564,545 1,663,411 59,085 9,777,322
Chrysostomos L. "Max" Nikias 123,628,306 1,593,770 64,965 9,777,322
Jeannine P. Sargent 125,108,578 119,703 58,760 9,777,322
John Schwarz 119,682,187 5,543,702 61,152 9,777,322
Roy Vallee 116,088,260 9,138,313 60,468 9,777,322
Proposal 2: Synopsys' stockholders approved the Amended Employee Equity Plan in
order to, among other items, increase the number of shares of common stock
available for issuance under the Amended Employee Equity Plan by 4,700,000. The
Amended Employee Equity Plan is filed as Exhibit 10.4 to this Current Report on
Form 8-K. The voting results regarding this proposal are set forth below:
For: 115,899,878
Against: 9,314,173
Abstain: 72,990
Broker Non-Votes: 9,777,322
--------------------------------------------------------------------------------
Proposal 3: Synopsys' stockholders approved, on an advisory basis, the
compensation of Synopsys' named executive officers as disclosed in the Proxy
Statement. The voting results regarding this proposal are set forth below:
For: 115,149,290
Against: 10,037,750
Abstain: 100,001
Broker Non-Votes: 9,777,322
Proposal 4: Synopsys' stockholders ratified the selection of KPMG LLP as
Synopsys' independent registered public accounting firm for the fiscal year
ending October 31, 2021. The voting results regarding this proposal are set
forth below:
For: 130,507,898
Against: 4,510,641
Abstain: 45,824
Broker Non-Votes: 0
Proposal 5: Synopsys' stockholders did not approve the stockholder proposal
regarding special stockholder meetings. The voting results regarding this
proposal are set forth below:
For: 55,149,631
Against: 69,826,045
Abstain: 311,365
Broker Non-Votes: 9,777,322
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.4 2006 Employee Equity Incentive Plan, as amended
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses