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): June 28, 2017
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-15867 | 00-0000000 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2655 Seely Avenue, Building 5 San Jose, California | 95134 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(408) 943-1234
(Registrant’s telephone number, including area code)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (d) | On June 28, 2017, the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (the “Company”) elected Mary Agnes Wilderotter to serve as a director of the Company, effective July 1, 2017. In addition, Ms. Wilderotter was designated to serve as a member of the Corporate Governance and Nominating Committee and Strategy Committee of the Board, effective July 1, 2017. |
Ms. Wilderotter’s compensation will be consistent with the Company’s compensation of its other non-employee directors in effect from time to time and as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2017. Ms. Wilderotter was granted an incentive stock award with a grant date fair value of $85,000 under the Company’s 1995 Directors Stock Incentive Plan, which fully vests on February 21, 2018. Ms. Wilderotter received such grant in connection with her initial election to the Board and for the portion of 2017 during which Ms. Wilderotter will serve on the Board. Ms. Wilderotter has also entered into the Company’s standard indemnification agreement.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
Exhibit | Description | |
| 99.01 | Cadence Design Systems, Inc. Press Release dated June 28, 2017. | |
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.
Dated: June 28, 2017
| CADENCE DESIGN SYSTEMS, INC. | ||
| By: | /s/ James J. Cowie | |
| James J. Cowie | ||
| Senior Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
Exhibit | Description | |
| 99.01 | Cadence Design Systems, Inc. Press Release dated June 28, 2017. | |