CADENCE DESIGN SYSTEMS INC SEC Filings

Cadence Design Systems, Inc. is asking stockholders at its May 7, 2026 virtual annual meeting to elect 11 directors, approve an amended Omnibus Equity Incentive Plan, approve executive pay on an advisory basis, and ratify its independent auditor. The Amended Omnibus Plan would add 5,000,000 shares for equity awards, equal to about 1.81% of common stock outstanding as of the record date, on top of 10,605,586 shares then remaining available. Cadence highlights a largely independent board, an independent chair, committee-only independent membership, stock ownership guidelines, a clawback policy, and restrictions on hedging and pledging. The proxy also emphasizes Cadence’s AI‑centric strategy, board refreshment, strong stockholder engagement, and CSR initiatives, including meeting near-term science-based emissions targets and procuring 100% renewable energy for global operations in 2025.

Cadence Design Systems Sr. VP & CFO John M. Wall reported equity compensation activity involving performance-based restricted stock units. On 2026-03-18, he acquired 43,239 and 8,416 shares of common stock at $0.0000 per share as awards tied to units that met performance criteria. A total of 4,239 shares were then withheld at $289.64 per share to cover tax obligations from the vesting, which is not an open-market sale. Following these transactions, Wall directly holds 108,375 shares of Cadence common stock.

CADENCE DESIGN SYSTEMS INC Senior Vice President Chin-Chi Teng reported equity compensation changes involving performance-based restricted stock units that converted into common stock. On March 18, he acquired 39,032 and 7,364 shares of common stock at $0 per share as awards after performance criteria were met. A portion of these units will vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to continued service. To cover tax obligations from the vesting, 3,546 shares were disposed of at $289.64 per share through share withholding rather than a market sale. Following these transactions, Teng directly held 152,281 shares of common stock.

CADENCE DESIGN SYSTEMS INC Senior Vice President Paul Scannell reported equity compensation activity in the company’s common stock. He received 8,962 and 7,364 shares through performance-based restricted stock units that have met their performance criteria, with these awards scheduled to vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to continued service. To cover related tax obligations from the vesting of these units, 4,492 shares were withheld at a price of $289.64 per share. After these transactions, Scannell directly holds 44,446 shares of Cadence common stock.

CADENCE DESIGN SYSTEMS INC President and CEO Anirudh Devgan received significant equity awards and had shares withheld for taxes. He acquired 146,849 shares of common stock from performance-based restricted stock units that met performance criteria, plus another 43,318 performance-based restricted stock units that vest in three equal annual installments, all at no purchase price. To cover tax obligations from vesting, 18,138 shares were withheld at $289.64 per share. Following these transactions, he directly holds 330,412 shares of common stock.

Cadence Design Systems senior vice president Paul Cunningham reported routine equity compensation activity in company common stock. He acquired 39,032 and 7,364 shares through performance-based restricted stock units that met their performance criteria, with a portion scheduled to vest in three equal annual installments subject to continued service. To cover related tax obligations, 3,546 shares were withheld at a price of 289.64 per share rather than being sold on the open market. Following these transactions, he directly holds 129,586 shares of Cadence common stock.

Cadence Design Systems senior vice president and general counsel Marc Taxay reported receiving two stock awards of common stock as compensation. On the reported date, he acquired 973 shares and a separate grant of 5,460 shares at no cost, both described as performance-based restricted stock units that have met specified performance criteria. One award vests on the first anniversary of the grant date, while the other vests in three equal annual installments on the first, second, and third anniversaries of the grant date, each subject to continued service. Following these grants, his direct holdings increased to 25,398 shares of common stock.

Cadence Design Systems President and CEO Anirudh Devgan reported equity compensation activity and related tax withholding. On March 16, 2026, he received a grant of 40,562 shares of Common Stock as restricted stock units at no purchase price. On March 16 and 17, a total of 78,093 shares of Common Stock were withheld at prices around $292.72–$293.75 per share to satisfy tax obligations arising from the vesting of performance-based and other restricted stock awards, rather than open-market sales. After these transactions, he directly held 158,383 Common Stock shares, which includes 70 shares acquired through the employee stock purchase plan.

Cadence Design Systems Sr. VP & CFO John M. Wall reported routine share movements tied to equity compensation and taxes. On March 16, 2026, he received 15,616 shares of common stock as a grant of restricted stock units at no purchase price. Around the same time, a total of 24,684 shares were withheld on March 16 and 17 at prices around $293 per share to satisfy tax obligations from vesting performance-based and time-based stock awards, rather than being sold on the open market. After these transactions, Wall directly held 60,959 shares of Cadence common stock.