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SNPS > SEC Filings for SNPS > Form 8-K on 8-Apr-2013All Recent SEC Filings

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Form 8-K for SYNOPSYS INC


8-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi


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


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