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PMTC > SEC Filings for PMTC > Form 8-K on 6-Mar-2013All Recent SEC Filings

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Form 8-K for PTC INC.


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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Amendment to 2000 Equity Incentive Plan

On March 6, 2013, at the 2013 Annual Meeting of Stockholders, PTC stockholders approved an amendment to PTC's 2000 Equity Incentive Plan (2000 EIP) increasing by 7,500,000 the number of shares available for issuance under the 2000 EIP to 34,300,000. All other terms and conditions of the 2000 EIP remained the same.

The 2000 EIP provides for grants of stock options, stock, restricted stock, restricted stock units and stock appreciation rights to employees (including our executive officers), directors and consultants capable of contributing to the success of PTC. This description of the 2000 EIP is qualified in its entirety by the full text of 2000 EIP, which is filed as Exhibit 10.1 and incorporated into this description by this reference.

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

An Annual Meeting of Stockholders was held on March 6, 2013. Four proposals were before the meeting:

Election of three Class II directors to serve until the 2016 Annual Meeting;

Approval of an increase in the number of shares available for issuance under our 2000 Equity Incentive Plan, increasing by 7,500,000 the number of shares available for issuance to 34,300,000 under such plan.

Advisory vote to approve the compensation of our named executive officers; and

Confirmation of the selection of PricewaterhouseCoopers LLP as PTC's independent registered public accounting firm for the 2013 fiscal year.

The votes with respect to the proposals are set forth below.

Elect Three Class I Directors to Serve until the 2016 Annual Meeting

                           For            Withheld        Broker Non-Votes
Thomas Bogan           105,674,441       1,597,469            5,256,131
Michael Porter         102,639,273       4,632,637            5,256,131
Robert Schechter       106,113,402       1,158,508            5,256,131

Approve the Increase in the Number of Shares Available for Issuance under the 2000 Equity Incentive Plan

      For              Against             Abstain             Broker
   99,820,931         6,829,195            621,784            5,256,131

Advisory Vote on the Compensation of Our Named Executive Officers For Against Abstain Broker Non-Votes 106,290,910 859,831 121,169 5,256,131

Confirm the Selection of PricewaterhouseCoopers LLP as PTC's Independent Registered Public Accounting Firm for the 2011 Fiscal Year For Against Abstain Broker Non-Votes 110,543,404 1,959,449 25,188 --

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1* 2000 Equity Incentive Plan.

* Indicates a management contract or compensatory plan or arrangement in which an executive officer or director of PTC participates.

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