UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.          )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

 

Synopsys, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

☐	Fee paid previously with preliminary materials.

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 6, 2017.
SYNOPSYS, INC.
SYNOPSYS, INC.
690 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
ATTN: ERIKA VARGA MCENROE
Meeting Information
Meeting Type: Annual Meeting
For holders as of: February 10, 2017
Date: April 6, 2017 Time: 8:00 AM PDT
Location: Synopsys, Inc.
1030 West Maude Avenue
Sunnyvale, CA 94085
You are receiving this communication because you hold shares in Synopsys, Inc.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
E18152-P85574

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— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT 2016 ANNUAL REPORT ON FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before March 23, 2017 to facilitate timely delivery.
— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: At the Annual Meeting of Stockholders, you will need to request a ballot to vote these shares. The Proxy Statement contains directions to the location of the Annual Meeting of Stockholders to be held on April 6, 2017 at Synopsys, Inc.‘s office located at 1030 West Maude Avenue, Sunnyvale, California 94085.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. You may vote over the Internet up until 11:59 P.M. Eastern Time on April 5, 2017. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote By Phone: You can vote by telephone by requesting a paper copy of the materials, which will include a proxy card containing a toll-free telephone number.
E18153-P85574

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Voting Items
The Board of Directors recommends that you vote
FOR all nominees set forth below:
1. Election of Directors
Nominees:
01) Aart J. de Geus
02) Chi-Foon Chan
03) Janice D. Chaffin
04) Bruce R. Chizen
05) Deborah A. Coleman
06) Mercedes Johnson
07) Chrysostomos L. “Max” Nikias
08) John Schwarz
09) Roy Vallee
10) Steven C. Walske
The Board of Directors recommends you vote FOR proposals 2 and 3.
2. To approve our 2006 Employee Equity Incentive Plan, as amended, in order to, among other items, increase the number of shares available for issuance under the plan by 5,000,000 shares.
3. To approve our 2017 Non-Employee Directors Equity Incentive Plan.
The Board of Directors recommends you vote 1 YEAR on the following proposal:
4. To approve, on an advisory basis, the frequency with which to hold an advisory vote on executive compensation.
The Board of Directors recommends you vote FOR proposals 5 and 6.
5. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.
6. To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 28, 2017
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting of Stockholders.

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E18155-P85574