| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Approval of Amended and Restated Equity Incentive Plan
At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Synopsys, Inc. (“Synopsys”) held on April 16, 2026, Synopsys’ stockholders approved Synopsys’ Amended and Restated Equity Incentive Plan (the “Equity Incentive Plan”), in order to, among other things, include Synopsys’ non-employee directors as persons eligible to receive awards under the Equity Incentive Plan. Synopsys’ Board of Directors (the “Board”) and the Compensation and Organizational Development Committee of the Board previously approved the Equity Incentive Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Equity Incentive Plan.
A summary of the Equity Incentive Plan is set forth in Proposal 2 to Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 19, 2026 (the “Proxy Statement”), which summary is incorporated by reference herein. The above summary and description of the Equity Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
(a)(b) Annual Meeting Results
As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April 16, 2026. As of the record date of February 17, 2026, 191,561,935 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 163,586,092 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
Synopsys’ stockholders voted on five 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 ten directors to the Board, to serve until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal. The voting results regarding this proposal are set forth below:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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| Aart J. de Geus |
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143,736,985 |
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3,465,990 |
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269,631 |
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16,113,486 |
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| John G. Schwarz |
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142,864,302 |
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4,455,755 |
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152,549 |
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16,113,486 |
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| Sassine Ghazi |
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145,900,556 |
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1,457,941 |
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114,109 |
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16,113,486 |
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| Janice D. Chaffin |
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133,355,694 |
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13,892,054 |
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224,858 |
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16,113,486 |
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| Bruce R. Chizen |
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139,133,965 |
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8,183,271 |
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155,370 |
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16,113,486 |
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| Mercedes Johnson |
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145,332,055 |
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1,987,370 |
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153,181 |
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16,113,486 |
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| Robert G. Painter |
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142,710,751 |
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4,604,391 |
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157,464 |
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16,113,486 |
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| Jeannine P. Sargent |
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143,497,171 |
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3,660,226 |
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315,209 |
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16,113,486 |
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| Peter A. Shimer |
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145,111,785 |
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2,201,185 |
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159,636 |
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16,113,486 |
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| Ravi Vijayaraghavan |
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143,640,730 |
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3,603,418 |
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228,458 |
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16,113,486 |
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Proposal 2: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Equity Incentive Plan. The Equity Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:
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| For: |
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143,264,153 |
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| Against: |
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4,027,288 |
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| Abstain: |
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181,165 |
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| Broker Non-Votes: |
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16,113,486 |
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