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

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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)

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