PTC (PTC) investors approve directors, Say-on-Pay and PwC as 2026 auditor

Rhea-AI Filing Summary

PTC Inc. reported results of its Annual Meeting of Shareholders held on February 11, 2026. Shareholders elected eight directors to serve until the 2027 Annual Meeting, with each nominee receiving more votes "for" than "withheld," and substantial broker non-votes recorded on each director election.

Shareholders also approved, on an advisory basis, the compensation of PTC’s named executive officers, with 97,603,267 votes for, 8,087,505 against, and 117,065 abstentions. In addition, shareholders approved, on an advisory basis, the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for 2026, with 98,501,754 votes for, 11,788,728 against, and 37,573 abstentions.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

0000857005false00008570052026-02-112026-02-11

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): February 11, 2026

PTC Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts			0-18059	04-2866152
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
121 Seaport Boulevard
Boston, Massachusetts				02210
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 370-5000

(Former Name or Former Address, if Changed Since Last Report)

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, $.01 par value per share		PTC		The NASDAQ Global 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. ☐

Section 5 - Corporate Governance and Management

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

The Annual Meeting of Shareholders was held on February 11, 2026. Three proposals were before the meeting:

•Elect eight directors to serve until the 2027 Annual Meeting of Shareholders;

•Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);

•Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.

The votes with respect to the proposals are set forth below.

Elect Eight Directors to Serve until the 2027 Annual Meeting of Shareholders.
	For		Withheld			Broker Non-Votes
Neil Barua	104,974,287		833,550			4,520,218
Mark Benjamin	99,739,586		6,068,251			4,520,218
Robert Bernshteyn	105,246,016		561,821			4,520,218
Janice Chaffin	97,460,383		8,347,454			4,520,218
Michal Katz	105,238,240		569,597			4,520,218
Corinna Lathan	104,140,715		1,667,122			4,520,218
James Lico	105,391,466		416,371			4,520,218
Trac Pham	105,716,227		91,610			4,520,218

Advisory vote to approve the compensation of our named executive officers (Say-on-Pay).
For		Against		Abstain		Broker Non-Votes
97,603,267		8,087,505		117,065		4,520,218

Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.
For	Against	Abstain	Broker Non-Votes
98,501,754	11,788,728	37,573	—

2

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 thereunto duly authorized.

			PTC Inc.
Date:	11 February 2026	By:	/s/Catherine Gorecki
			Catherine Gorecki Senior Vice President, Corporate & Securities Counsel, Assistant Secretary

3

FAQ

What key items did PTC (PTC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing eight directors until the 2027 annual meeting, an advisory Say-on-Pay vote on named executive officer compensation, and an advisory vote confirming PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

Were PTC (PTC) director nominees elected at the February 11, 2026 shareholder meeting?

Yes, all eight director nominees were elected. Each nominee, including Neil Barua, Mark Benjamin, and others, received more votes "for" than "withheld," with additional broker non-votes recorded, confirming their election to serve until the 2027 Annual Meeting of Shareholders.

How did PTC (PTC) shareholders vote on executive compensation (Say-on-Pay)?

Shareholders approved PTC’s Say-on-Pay proposal. There were 97,603,267 votes for, 8,087,505 votes against, and 117,065 abstentions, along with 4,520,218 broker non-votes, indicating advisory support for the company’s named executive officer compensation program.

Did PTC (PTC) shareholders ratify PricewaterhouseCoopers as 2026 auditor?

Yes, shareholders approved the advisory proposal to confirm PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for 2026, with 98,501,754 votes for, 11,788,728 against, and 37,573 abstentions, and no broker non-votes reported on this item.

When was PTC (PTC) 2026 Annual Meeting of Shareholders held?

The Annual Meeting of Shareholders was held on February 11, 2026. At this meeting, investors voted on director elections, an advisory Say-on-Pay proposal regarding executive compensation, and an advisory vote confirming PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

How many broker non-votes occurred on PTC (PTC) non-auditor proposals?

There were 4,520,218 broker non-votes on each director election and on the Say-on-Pay proposal. Broker non-votes occur when brokers do not have discretionary authority to vote on certain matters without specific instructions from beneficial owners.

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