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Attachment 1

Attachment 2

Attachment 3

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, 2012

 

 

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; Amendment of Employee Stock Purchase Plan

At the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April 3, 2012, Synopsys’ stockholders approved an amendment to Synopsys’ 2006 Employee Equity Incentive Plan (the “Amended Equity Plan”) to, among other items, increase the number of shares of common stock reserved under the plan for future issuance 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 17, 2012 (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 10.35 to this Current Report on Form 8-K and incorporated herein by reference.

At the Annual Meeting, Synopsys’ stockholders also approved an amendment to Synopsys’ Employee Stock Purchase Plan (the “Amended ESPP”) to increase the number of shares of common stock reserved under the plan for future issuance by 5,000,000 shares. Synopsys’ Board of Directors and the Compensation Committee of the Board of Directors previously approved the Amended ESPP, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended ESPP.

A summary of the Amended ESPP is set forth in the Proxy Statement. That summary and the above description of the Amended ESPP do not purport to be complete, and are qualified in their entirety by reference to the Amended ESPP, which is filed as Exhibit 10.21 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, 2012. As of the record date, February 8, 2012, 144,051,762 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 133,474,718 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

Synopsys’ stockholders voted on five 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

   121,734,547    2,884,428    8,855,743

Alfred Castino

   124,186,780    432,195    8,855,743

Chi-Foon Chan

   123,037,615    1,581,360    8,855,743

Bruce R. Chizen

   122,892,738    1,726,237    8,855,743

Deborah A. Coleman

   122,938,895    1,680,080    8,855,743

Chrysostomos L. “Max” Nikias

   124,106,641    512,334    8,855,743

John Schwarz

   124,178,525    440,450    8,855,743

Roy Vallee

   123,692,027    926,948    8,855,743

Steven C. Walske

   122,881,875    1,737,100    8,855,743


Proposal 2: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended Equity Plan 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 Equity Plan is filed as Exhibit 10.35 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

 

For:

  110,640,072

Against:

  13,895,134

Abstain:

  83,769

Broker Non-Votes:

  8,855,743

Proposal 3: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended ESPP to 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 10.21 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:

 

For:

 

122,969,006

Against:

 

1,635,469

Abstain:

 

14,500

Broker Non-Votes:

 

8,855,743

Proposal 4: 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:

 

123,524,607

Against:

 

1,056,341

Abstain:

 

38,027

Broker Non-Votes:

 

8,855,743

Proposal 5: Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending October 31, 2012. The voting results regarding this proposal are set forth below:

 

For:

 

131,787,695

Against:

 

1,642,044

Abstain:

 

44,979

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Description

10.21    Employee Stock Purchase Plan, as amended
10.35    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 5, 2012      By:  

/S/    BRIAN E. CABRERA

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


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.21    Employee Stock Purchase Plan, as amended
10.35    2006 Employee Equity Incentive Plan, as amended