Shareholders back Cadence (NASDAQ: CDNS) Omnibus equity plan expansion

Rhea-AI Filing Summary

Cadence Design Systems, Inc. stockholders approved an amendment to the company’s Omnibus Equity Incentive Plan at the 2026 Annual Meeting. The amendment increases the shares of common stock authorized for issuance under the plan by 5,000,000 shares and removes the fixed expiration date so the plan continues until terminated by the board or all available shares are issued. Stockholders also elected eleven directors to serve until the 2027 Annual Meeting, approved the amended equity plan, passed an advisory resolution on named executive officer compensation, and ratified PricewaterhouseCoopers LLP as Cadence’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Equity plan share increase: 5,000,000 shares Equity plan vote For: 216,695,272 votes Say-on-pay vote For: 195,205,028 votes +3 more

6 metrics

Equity plan share increase 5,000,000 shares Additional common stock authorized under Omnibus Equity Incentive Plan

Equity plan vote For 216,695,272 votes Approval of amendment to Omnibus Equity Incentive Plan

Say-on-pay vote For 195,205,028 votes Advisory resolution on named executive officer compensation

Auditor ratification For 243,583,173 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending Dec. 31, 2026

Director example For votes 223,808,980 votes For votes for director nominee Anirudh Devgan

Broker non-votes on main items 18,337,442 votes Broker non-votes on director, equity plan and say-on-pay proposals

Key Terms

Omnibus Equity Incentive Plan, broker non-votes, advisory resolution, independent registered public accounting firm, +1 more

5 terms

Omnibus Equity Incentive Plan financial

"Cadence stockholders approved an amendment of Cadence’s Omnibus Equity Incentive Plan"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

broker non-votes regulatory

"Each of the eleven director nominees was elected with specified For, Against, Abstain and Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory resolution regulatory

"An advisory resolution to approve named executive officer compensation"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

independent registered public accounting firm regulatory

"to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Stockholders regulatory

"At the Annual Meeting of Stockholders of Cadence Design Systems, Inc."

Understanding 8-K Material Events →

0000813672false00008136722026-05-072026-05-07

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): May 7, 2026

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, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CDNS

Nasdaq Global Select Market

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.

(e) Amendment of the Omnibus Equity Incentive Plan

As described in Item 5.07 below, at the Annual Meeting of Stockholders of Cadence Design Systems, Inc. (“Cadence”) held on May 7, 2026 (the “2026 Annual Meeting”), Cadence stockholders approved an amendment of Cadence’s Omnibus Equity Incentive Plan (the “Omnibus Plan”). The board of directors of Cadence (the “Board”) had previously approved the amendment of the Omnibus Plan on February 12, 2026, subject to stockholder approval. The amendment includes the following material changes: (i) increases the number of shares of common stock authorized for issuance under the Omnibus Plan by 5,000,000 shares; (ii) eliminates the fixed term of the Omnibus Plan, which would otherwise end on April 30, 2030, such that the Omnibus Plan would continue in effect until terminated by the Board or until all available shares are issued, if earlier; and (iii) modifies certain other provisions related to the administration and interpretation of the Omnibus Plan.

A more detailed description of the Omnibus Plan and related matters was set forth in Cadence’s Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on March 25, 2026 (the “Proxy Statement”), under the heading “Proposal 2: Approval of the Amendment of the Omnibus Equity Incentive Plan” and is incorporated herein by reference. The foregoing summary and the summary set forth in the Proxy Statement do not purport to be a complete description of the Omnibus Plan. They are qualified in their entirety by reference to the text of the Omnibus Plan, which is set forth in Appendix A to the Proxy Statement.

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

At the 2026 Annual Meeting, Cadence stockholders voted on the following proposals, which are described in detail in the Proxy Statement.

1.A proposal to elect the eleven (11) directors named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, or until the director’s earlier death, resignation or removal. Each of the eleven (11) director nominees named in the Proxy Statement was elected as set forth below:

Nominee			For			Against			Abstain			Broker Non-Votes
Mark W. Adams			213,641,523			11,871,388			508,228			18,337,442
Ita Brennan			197,550,600			27,957,323			513,216			18,337,442
Lewis Chew			219,522,489			5,976,372			522,278			18,337,442
Anirudh Devgan			223,808,980			1,403,711			808,448			18,337,442
Moshe Gavrielov			223,914,955			1,553,434			552,750			18,337,442
ML Krakauer			220,002,370			5,510,919			507,850			18,337,442
Julia Liuson			221,571,690			3,819,720			629,729			18,337,442
James D. Plummer			218,597,539			6,768,013			655,587			18,337,442
Alberto Sangiovanni-Vincentelli			210,132,429			15,237,989			650,721			18,337,442
Young K. Sohn			220,567,252			4,901,487			552,400			18,337,442
Luc Van den hove			221,687,359			3,825,730			508,050			18,337,442

2.A proposal to approve the amendment of the Omnibus Equity Incentive Plan. This proposal was approved as set forth below:

For			Against			Abstain			Broker Non-Votes
216,695,272			8,512,065			813,802			18,337,442

3.An advisory resolution to approve named executive officer compensation. This proposal was approved as set forth below:

For			Against			Abstain			Broker Non-Votes
195,205,028			29,350,859			1,465,252			18,337,442

4.A proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Cadence for its fiscal year ending December 31, 2026. This proposal was approved as set forth below:

For			Against			Abstain			Broker Non-Votes
243,583,173			167,184			608,224			N/A

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: May 11, 2026

CADENCE DESIGN SYSTEMS, INC.
By:						/s/ Marc Taxay
						Marc Taxay
						Senior Vice President, General Counsel and Corporate Secretary

FAQ

What equity plan change did Cadence Design Systems (CDNS) stockholders approve?

Cadence stockholders approved an amendment to the Omnibus Equity Incentive Plan that adds 5,000,000 shares of common stock authorized for issuance and removes the plan’s fixed April 30, 2030 end date, allowing it to continue until terminated or fully used.

Did Cadence Design Systems (CDNS) stockholders elect all director nominees?

Yes, all eleven director nominees listed in the proxy statement were elected. Each nominee, including Anirudh Devgan and other board members, received more votes “For” than “Against,” with additional broker non-votes recorded on each director proposal.

How did Cadence Design Systems (CDNS) stockholders vote on executive compensation?

Stockholders approved the advisory resolution on named executive officer compensation, with 195,205,028 votes For, 29,350,859 votes Against, and 1,465,252 Abstentions, plus broker non-votes. This reflects support for Cadence’s current executive pay program.

Was the amendment to Cadence’s Omnibus Equity Incentive Plan strongly supported?

The equity plan amendment was approved with 216,695,272 votes For, 8,512,065 Against, and 813,802 Abstentions, plus broker non-votes. This indicates broad shareholder support for expanding and extending Cadence’s Omnibus Equity Incentive Plan structure.

Who is Cadence Design Systems’ (CDNS) auditor for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Cadence’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 243,583,173 votes For, 167,184 Against, and 608,224 Abstentions recorded on the proposal.

Does the Cadence Omnibus Equity Incentive Plan still have an end date?

No. The amendment eliminated the fixed April 30, 2030 end date. The Omnibus Equity Incentive Plan will now remain in effect until Cadence’s board terminates it or all available shares under the plan have been issued, whichever occurs first.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB