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 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Synopsys, Inc. ("Synopsys") held on April 12, 2023, 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 3,300,000. Synopsys' Board of Directors (the "Board") and the Compensation and Organizational Development 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 17, 2023 (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 10.2 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 12, 2023. As of the record date of February 13, 2023, 152,293,735 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 137,636,962 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

Synopsys' stockholders voted on six 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         117,029,567        8,732,067       894,631             10,980,697
Luis Borgen             126,328,859          206,655       120,751             10,980,697
Marc N. Casper          125,462,998        1,068,428       124,839             10,980,697
Janice D. Chaffin       120,174,259        6,369,352       112,654             10,980,697
Bruce R. Chizen          97,111,155       28,834,418       710,692             10,980,697
Mercedes Johnson        122,201,567        4,344,621       110,077             10,980,697
Jeannine P. Sargent     125,470,213        1,065,723       120,329             10,980,697
John G. Schwarz         116,514,508       10,022,624       119,133             10,980,697
Roy Vallee              121,019,136        4,926,287       710,842             10,980,697

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 3,300,000. The Amended Employee Equity Plan is filed as Exhibit 10.2 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:



For:                  115,670,840
Against:               10,883,117
Abstain:                  102,308
Broker Non-Votes:      10,980,697

--------------------------------------------------------------------------------

Proposal 3: Synopsys' stockholders indicated their preference, on an advisory basis, that an advisory vote on the compensation of Synopsys' named executive officers be held every year. The voting results regarding this proposal are set forth below:



1 Year:               125,758,016
2 Years:                   32,985
3 Years:                  729,067
Abstain:                  136,197
Broker Non-Votes:      10,980,697

Proposal 4: 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:                  118,241,447
Against:                8,241,614
Abstain:                  173,204
Broker Non-Votes:      10,980,697

Proposal 5: Synopsys' stockholders ratified the selection of KPMG LLP as Synopsys' independent registered public accounting firm for the fiscal year ending October 28, 2023. The voting results regarding this proposal are set forth below:



For:                  130,589,433
Against:                6,382,497
Abstain:                  665,032
Broker Non-Votes:               0

Proposal 6: Synopsys' stockholders approved the stockholder proposal regarding special stockholder meetings. The voting results regarding this proposal are set forth below:



For:                  63,099,208
Against:              63,092,893
Abstain:                 464,164
Broker Non-Votes:     10,980,697

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number       Description

10.2           2006 Employee Equity Incentive Plan, as amended

10.3           Form of Restricted Stock Unit Grant Notice and Award Agreement under
             2006 Employee Equity Incentive Plan

10.4           Form of Notice of Grant of Stock Options and Option Agreement under
             2006 Employee Equity Incentive Plan

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses