| 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 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April 12, 2022, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “Amended Employee Equity Plan”) in order to, among other items, increase the number of shares of common stock available for issuance under the Amended Employee Equity Plan by 3,000,000. Synopsys’ Board of Directors (the “Board”) and the Compensation and Organizational Development Committee (the “Compensation Committee”) of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.
At the Annual Meeting, Synopsys’ stockholders also approved an amendment to Synopsys’ Employee Stock Purchase Plan (the “Amended ESPP”) in order to, among other items increase the number of shares of common stock available for future issuance under the plan by 2,000,000. The Board and the Compensation Committee previously approved the Amended ESPP, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended ESPP.
Summaries of the Amended Employee Equity Plan and the Amended ESPP are set forth in Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 23, 2022 (the “Proxy Statement”). Those summaries and the descriptions above of the Amended Employee Equity Plan and Amended ESPP do not purport to be complete and are qualified in their entirety by reference to the Amended Employee Equity Plan and Amended ESPP, which are filed as Exhibits 10.3 and 10.6, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a)(b) | Stockholder Meeting Results |
As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April 12, 2022. As of the record date of February 11, 2022, 153,097,613 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 137,020,223 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
Synopsys’ stockholders voted on six proposals at the Annual Meeting. The proposals are further described in the Proxy Statement. The final results of the votes regarding each proposal are set forth below.
Proposal 1: Synopsys’ stockholders elected eight directors to Synopsys’ Board, 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 | | | Against | | | Abstain | | | Broker Non-Votes | |
Aart J. de Geus | | | 113,406,413 | | | | 11,905,524 | | | | 806,698 | | | | 10,901,588 | |
Janice D. Chaffin | | | 112,344,635 | | | | 11,763,863 | | | | 2,010,137 | | | | 10,901,588 | |
Bruce R. Chizen | | | 96,639,804 | | | | 29,402,601 | | | | 76,230 | | | | 10,901,588 | |
Mercedes Johnson | | | 122,444,711 | | | | 3,594,054 | | | | 79,870 | | | | 10,901,588 | |
Chrysostomos L. “Max” Nikias | | | 116,490,445 | | | | 9,539,611 | | | | 88,579 | | | | 10,901,588 | |
Jeannine P. Sargent | | | 124,005,168 | | | | 2,033,504 | | | | 79,963 | | | | 10,901,588 | |
John G. Schwarz | | | 116,685,062 | | | | 9,347,877 | | | | 85,696 | | | | 10,901,588 | |
Roy Vallee | | | 113,692,091 | | | | 11,893,410 | | | | 533,134 | | | | 10,901,588 | |
Proposal 2: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Amended Employee Equity Plan in order to, among other items, increase the number of shares of common stock available for issuance under the Amended Employee Equity Plan by 3,000,000. The Amended Employee
