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; Amendment of Employee Stock
Purchase Plan
At the 2022 Annual Meeting of Stockholders (the "Annual Meeting") ofSynopsys, Inc. ("Synopsys") held onApril 12, 2022 ,Synopsys' stockholders approvedSynopsys' 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 3,000,000.Synopsys' Board of Directors (the "Board") and theCompensation and Organizational Development Committee (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. At the Annual Meeting,Synopsys' stockholders also approved an amendment toSynopsys' Employee Stock Purchase Plan (the "Amended ESPP") in order to, among other items increase the number of shares of common stock available for future issuance under the plan by 2,000,000. The Board and the Compensation Committee previously approved the Amended ESPP, subject to such stockholder approval.Synopsys' executive officers are eligible to participate in the Amended ESPP. Summaries of the Amended Employee Equity Plan and the Amended ESPP are set forth inSynopsys' definitive proxy statement for the Annual Meeting filed with theSecurities and Exchange Commission onFebruary 23, 2022 (the "Proxy Statement"). Those summaries and the descriptions above of the Amended Employee Equity Plan and Amended ESPP do not purport to be complete and are qualified in their entirety by reference to the Amended Employee Equity Plan and Amended ESPP, which are filed as Exhibits 10.3 and 10.6, respectively, to this Current Report on Form 8-K and are each 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 onApril 12, 2022 . As of the record date ofFebruary 11, 2022 , 153,097,613 shares ofSynopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 137,020,223 shares ofSynopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
Proposal 1:Synopsys' stockholders elected eight directors toSynopsys' 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 113,406,413 11,905,524 806,698 10,901,588 Janice D. Chaffin 112,344,635 11,763,863 2,010,137 10,901,588 Bruce R. Chizen 96,639,804 29,402,601 76,230 10,901,588 Mercedes Johnson 122,444,711 3,594,054 79,870 10,901,588 Chrysostomos L. "Max" Nikias 116,490,445 9,539,611 88,579 10,901,588 Jeannine P. Sargent 124,005,168 2,033,504 79,963 10,901,588 John G. Schwarz 116,685,062 9,347,877 85,696 10,901,588 Roy Vallee 113,692,091 11,893,410 533,134 10,901,588 Proposal 2: As described in Item 5.02(e) above,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 3,000,000. The Amended Employee
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Equity Plan is filed as Exhibit 10.3 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:
For: 114,173,591 Against: 11,872,214 Abstain: 72,830 Broker Non-Votes: 10,901,588 Proposal 3: As described in Item 5.02(e) above,Synopsys' stockholders approved the Amended ESPP, in order to, among other items, increase the number of shares of common stock available for issuance under the Amended ESPP by 2,000,000. The Amended ESPP is filed as Exhibit 10.6 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below: For: 125,369,839 Against: 687,954 Abstain: 60,842 Broker Non-Votes: 10,901,588
Proposal 4:
For: 114,630,943 Against: 11,388,445 Abstain: 99,247 Broker Non-Votes: 10,901,588
Proposal 5:
For: 129,520,996 Against: 7,027,023 Abstain: 472,204 Broker Non-Votes: 0
Proposal 6:
For: 59,660,425 Against: 66,328,939 Abstain: 129,271 Broker Non-Votes: 10,901,588
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.3 2006 Employee Equity Incentive Plan, as amended 10.4 Form of Restricted Stock UnitGrant Notice and Award
Agreement under
2006 Employee Equity Incentive Plan 10.5 Form of Stock OptionGrant Notice and Award Agreement under 2006 Employee Equity Incentive Plan 10.6 Employee Stock Purchase Plan, as amended 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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