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CDNS > SEC Filings for CDNS > Form 8-K on 7-May-2014All Recent SEC Filings




Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 5, 2014, the Board of Directors (the "Board") of Cadence Design Systems, Inc. ("Cadence") approved an amendment and restatement of Cadence's Bylaws (the "Bylaws"). The Bylaws were amended and restated to clarify or amend (i) the procedures for filling a Board vacancy or changing the Board size as set forth in Article II, Section 2.1 and 2.2 of the Bylaws in the event a vacancy arises pursuant to a director failing to receive a majority vote in an uncontested election (Article I, Section 1.8) and (ii) the information and representations required in a notice requesting action by stockholder written consent, the record date for stockholder written consents, that a stockholder written consent shall not be effective unless a sufficient number of stockholders to take such action deliver their written consents within 60 days after the earliest dated written consent is received by Cadence, and that Cadence is entitled to engage independent inspectors of elections to promptly perform a ministerial review of the validity of the written consents and that such written consents shall not be effective until the inspectors' review is completed (Article I, Section 1.9).

This description is only a summary of the changes made to Cadence's Bylaws and is qualified in its entirety by reference to the Bylaws, which are attached as Exhibit 3.01 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of Cadence, held on May 6, 2014, Cadence stockholders voted on the following proposals, which are described in detail in Cadence's Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 26, 2014:

1. A proposal to elect the eight (8) directors named in the proxy statement to serve until the 2015 Annual Meeting of Stockholders and until their successors are elected and qualified, or until the director's earlier death, resignation or removal. This proposal was approved as set forth below:

Nominee                                      For            Against          Abstain        Non-Votes
Susan L. Bostrom                          223,245,355       13,506,454       1,693,849       26,241,645
Dr. James D. Plummer                      223,522,800       13,240,281       1,682,577       26,241,645
Dr. Alberto Sangiovanni-Vincentelli       200,734,093       33,032,695       4,678,870       26,241,645
George M. Scalise                         219,245,296       14,493,875       4,706,487       26,241,645
Dr. John B. Shoven                        218,787,994       14,989,320       4,668,344       26,241,645
Roger S. Siboni                           219,518,384       14,226,889       4,700,385       26,241,645
Young K. Sohn                             223,493,742       13,244,473       1,707,443       26,241,645
Lip-Bu Tan                                217,325,148       19,465,089       1,655,421       26,241,645

2. A proposal to approve the Omnibus Equity Incentive Plan, which consolidates the Amended and Restated 2000 Equity Incentive Plan into the Amended and Restated 1987 Stock Incentive Plan. This proposal was approved as set forth below:

For Against Abstain Broker Non-Votes 215,740,755 21,018,410 1,686,493 26,241,645

3. A proposal to approve an advisory resolution to approve executive compensation. This proposal was approved as set forth below:

For Against Abstain Broker Non-Votes 216,069,232 17,634,538 4,741,888 26,241,645

4. A proposal to ratify the selection of KPMG LLP as the independent registered public accounting firm of Cadence for the fiscal year ending January 3, 2015. This proposal was approved as set forth below:

For Against Abstain Broker Non-Votes 261,689,844 1,222,619 1,774,840 0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description

3.01              Cadence Design Systems, Inc. Amended and Restated Bylaws,
                  effective as of May 5, 2014.

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