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 3, 2013

 

 

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

At the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April 3, 2013, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “Amended Equity Plan”), in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 5,000,000 shares. Synopsys’ Board of Directors and the Compensation Committee of the Board of Directors previously approved the Amended Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Equity Plan.

A summary of the Amended Equity Plan is set forth in Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 15, 2013 (the “Proxy Statement”). That summary and the above description of the Amended Equity Plan do not purport to be complete, and are qualified in their entirety by reference to the Amended Equity Plan, which is filed as Exhibit 10.24 to this Current Report on Form 8-K and 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 3, 2013. As of the record date, February 4, 2013, 151,997,456 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 141,125,243 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

Synopsys’ stockholders voted on four 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

   125,703,516    5,650,738    9,770,989

Chi-Foon Chan

   128,721,195    2,633,059    9,770,989

Alfred Castino

   130,743,393    610,861    9,770,989

Bruce R. Chizen

   128,393,386    2,960,868    9,770,989

Deborah A. Coleman

   127,691,204    3,663,050    9,770,989

Chrysostomos L. “Max” Nikias

   130,326,734    1,027,520    9,770,989

John G. Schwarz

   130,067,605    1,286,649    9,770,989

Roy Vallee

   130,638,423    715,831    9,770,989

Steven C. Walske

   128,385,160    2,969,094    9,770,989

Proposal 2: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended Equity Plan in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 5,000,000 shares. The Amended 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:

   118,080,997

Against:

   13,212,651

Abstain:

   60,606

Broker Non-Votes:

   9,770,989


Proposal 3: 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:

   129,410,389

Against:

   1,825,826

Abstain:

   118,039

Broker Non-Votes:

   9,770,989

Proposal 4: Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending November 2, 2013. The voting results regarding this proposal are set forth below:

 

For:

   138,583,213

Against:

   2,479,733

Abstain:

   62,297

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description

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 8, 2013

  By:  

/S/    BRIAN E. CABRERA        

    Brian E. Cabrera
    Vice President, General Counsel and
    Corporate Secretary


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.24    2006 Employee Equity Incentive Plan, as amended