SUBSCRIBE TO TMCnet
TMCnet - World's Largest Communications and Technology Community

TMCNet:  SYNOPSYS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

[April 04, 2014]

SYNOPSYS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) 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 --------------------------------------------------------------------------------

[ Back To Technology News's Homepage ]

OTHER NEWS PROVIDERS







Technology Marketing Corporation

800 Connecticut Ave, 1st Floor East, Norwalk, CT 06854 USA
Ph: 800-243-6002, 203-852-6800
Fx: 203-866-3326

General comments: tmc@tmcnet.com.
Comments about this site: webmaster@tmcnet.com.

STAY CURRENT YOUR WAY

© 2014 Technology Marketing Corporation. All rights reserved.