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SNPS > SEC Filings for SNPS > Form 8-K on 4-Apr-2014All Recent SEC Filings

Show all filings for SYNOPSYS INC

Form 8-K for SYNOPSYS INC


4-Apr-2014

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; 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


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