Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 2, 2014

 

 

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

 

 

 

Delaware   000-19807   56-1546236

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

700 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 584-5000

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


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 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April 2, 2014, 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 plan by 7,500,000 shares and extend the term of the plan by ten years. Synopsys’ Board of Directors (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”) 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 to Synopsys’ Employee Stock Purchase Plan (the “Amended ESPP”) to, among other items, increase the number of shares of common stock reserved under the plan for future issuance by 5,000,000 shares. 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 in Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 14, 2014 (the “Proxy Statement”). Those summaries and the above descriptions of the Amended Employee Equity Plan and the Amended ESPP do not purport to be complete and are qualified in their entirety by reference to the Amended Employee Equity Plan and the Amended ESPP, which are filed as Exhibits 10.24 and 10.12, 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.

As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April 2, 2014. As of the record date, February 4, 2014, 154,052,966 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 139,603,522 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 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 of Directors, 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      Withhold      Broker Non-Votes  

Aart J. de Geus

     124,847,912         5,184,117         9,571,493   

Chi-Foon Chan

     127,612,480         2,419,549         9,571,493   

Alfred Castino

     129,874,203         157,826         9,571,493   

Bruce R. Chizen

     127,172,840         2,859,189         9,571,493   

Deborah A. Coleman

     123,328,820         6,703,209         9,571,493   

Chrysostomos L. “Max” Nikias

     129,442,290         589,739         9,571,493   

John G. Schwarz

     128,862,371         1,169,658         9,571,493   

Roy Vallee

     128,185,157         1,846,872         9,571,493   

Steven C. Walske

     123,103,632         6,928,397         9,571,493   


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 plan by 7,500,000 shares and extend the term of the plan by ten years. The Amended Employee Equity Plan is filed as Exhibit 10.24 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

 

For:

     116,039,134   

Against:

     13,929,911   

Abstain:

     62,984   

Broker Non-Votes:

     9,571,493   

Proposal 3: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended ESPP to, among other items, increase the number of shares of common stock reserved under the plan for future issuance by 5,000,000 shares. The Amended ESPP is filed as Exhibit 10.12 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

 

For:

     126,327,518   

Against:

     2,606,959   

Abstain:

     1,097,552   

Broker Non-Votes:

     9,571,493   

Proposal 4: Synopsys’ stockholders approved an amendment to Synopsys’ 2005 Non-Employee Directors Equity Incentive Plan (the “Amended Directors Equity Plan”) to extend the term of the plan by ten years. The Amended Directors Equity Plan is filed as Exhibit 10.19 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

 

For:

     119,718,882   

Against:

     10,142,374   

Abstain:

     170,773   

Broker Non-Votes:

     9,571,493   


Proposal 5: 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:

     127,407,791   

Against:

     2,470,674   

Abstain:

     153,564   

Broker Non-Votes:

     9,571,493   

Proposal 6: Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending November 1, 2014. The voting results regarding this proposal are set forth below:

 

For:

     137,452,726   

Against:

     2,060,849   

Abstain:

     89,947   

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

10.12    Employee Stock Purchase Plan, as amended
10.19    2005 Non-Employee Directors Equity Incentive Plan, as amended
10.24    2006 Employee Equity Incentive Plan, as amended


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    SYNOPSYS, INC.
Dated: April 4, 2014     By:  

/s/    ERIKA VARGA MCENROE

      Erika Varga McEnroe
      Interim General Counsel and
      Corporate Secretary


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.12    Employee Stock Purchase Plan, as amended
10.19    2005 Non-Employee Directors Equity Incentive Plan, as amended
10.24    2006 Employee Equity Incentive Plan, as amended