Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2019, the Compensation Committee of the Board of Directors (the “Committee”) of Cadence Design Systems, Inc. (“Cadence”) adopted the Senior Executive Bonus Plan. The Senior Executive Bonus Plan is based on and replaces Cadence’s prior Senior Executive Bonus Plan, which was terminated by the Committee pursuant to its terms on February 5, 2019, with updates to eliminate references related to the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code of 1986, as amended, and to reflect certain other administrative changes.
The Chief Executive Officer of Cadence will be eligible to participate in the Senior Executive Bonus Plan in any fiscal year as well as individuals who are part of the senior executive staff of Cadence as determined by the Committee, including each of Cadence’s other “named executive officers.” Participants in the Senior Executive Bonus Plan will be eligible to receive performance bonuses based on performance criteria established by the Committee for a specified period, and other terms and conditions that may be established by the Committee.
The Committee may adjust the amount of a participant’s bonus payment at any time for any or no reason, including pursuant to the terms of Cadence’s clawback policy.
The Senior Executive Bonus Plan will remain in effect until it is terminated by the Committee.
The foregoing summary does not purport to be a complete description of the Senior Executive Bonus Plan. It is qualified in its entirety by reference to the Senior Executive Bonus Plan, attached hereto as Exhibit 10.01 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 6, 2019, the Board of Directors (the “Board”) of Cadence approved and adopted an amendment and restatement to Cadence’s Bylaws (the “Bylaws”), which became effective immediately. The Bylaws were amended and restated as follows:
| | • | | Amended Article I, Section 1.4 to clarify that the Board has the authority to postpone or cancel any previously scheduled meeting of stockholders. |
| | • | | Amended Article I, Section 1.5 to provide that the chairman of the meeting of stockholders has the authority to adjourn such meeting (whether or not a quorum is present). |
| | • | | Amended Article I, Section 1.7 to provide that the chairman of the meeting of stockholders has the authority to prescribe rules, regulations and procedures for the proper conduct of such meeting. |
The foregoing summary does not purport to be a complete description of the amendments made to the Bylaws. It is qualified in its entirety by reference to the Bylaws, attached hereto as Exhibit 3.01 and incorporated herein by reference.
