Synopsys adds Elliott’s Jesse Cohn to its board
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Rhea-AI Filing Summary
Synopsys, Inc. entered into a cooperation agreement with Elliott Investment Management and its affiliates, under which the Synopsys board will expand by one seat and appoint Jesse Cohn as an independent director effective June 1, 2026, with a term running through the 2027 annual meeting.
Under the agreement, Elliott accepts voting commitments, standstill and mutual non-disparagement provisions, including limits of up to 4.9% beneficial ownership and 7.5% aggregate economic exposure to Synopsys common stock during the cooperation period. Elliott must maintain at least a 1.5% net-long position to participate in selecting any replacement director. With Cohn’s appointment, the Synopsys board increases to 11 members and he will also serve on the Corporate Governance and Nominating Committee.
Insights
Synopsys adds Elliott representative to its board under a structured cooperation and standstill agreement.
Synopsys has agreed to appoint Elliott partner Jesse Cohn as an independent director and expand its board to 11 members. Cohn will also join the Corporate Governance and Nominating Committee and stand for election on the company’s 2027 director slate.
The cooperation agreement includes voting commitments, mutual non-disparagement and standstill terms. Elliott’s ownership is capped at 4.9% beneficial and 7.5% aggregate economic exposure, and it must keep at least a 1.5% net-long position to help choose any replacement director.
The standstill lasts at least until the first anniversary of the agreement and can extend until after Cohn or any Elliott-affiliated replacement leaves the board. Future company filings may provide additional detail on how this governance relationship influences Synopsys’ strategic and financial decisions.
8-K Event Classification
Key Figures
Key Terms
Cooperation Agreement financial
standstill restrictions financial
net-long position financial
independent director financial
non-disparagement financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 26, 2026, Synopsys, Inc. (“Synopsys”) entered into a Cooperation Agreement (the “Agreement”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”).
Pursuant to the Agreement, the Board of Directors of Synopsys (the “Board”) agreed to increase the size of the Board by one, appoint Jesse Cohn to the Board, effective as of June 1, 2026 (the “Effective Date”), with an initial term expiring at Synopsys’ 2027 annual meeting of stockholders (the “2027 Annual Meeting”). The Board also agreed to appoint Mr. Cohn to the Corporate Governance and Nominating Committee of the Board and include Mr. Cohn in Synopsys’ slate of nominees for election at the 2027 Annual Meeting.
In connection with his appointment to the Board, the Board determined that Mr. Cohn qualified as an independent director under the listing rules of The Nasdaq Stock Market and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Agreement further provides that in the event that Mr. Cohn is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the expiration of the Cooperation Period (as defined below), Synopsys and Elliott will cooperate in good faith to mutually select a substitute director to serve as a director of Synopsys for the remainder of Mr. Cohn’s term (the “Replacement Director”), provided that at such time Elliott beneficially owns a “net-long position” of, or has aggregate net-long economic exposure to, at least 1.5% of Synopsys’ then-outstanding common stock.
The Agreement also includes certain voting commitments, customary standstill restrictions and mutual non-disparagement provisions, including that Elliott will not acquire in excess of 4.9% beneficial ownership of or 7.5% aggregate economic exposure to Synopsys’ outstanding common stock, during the Cooperation Period. Absent an uncured material breach of the Agreement by Synopsys or Synopsys’ entry into certain other events as described in the Agreement (including Synopsys’ entry into certain extraordinary transactions), the standstill restrictions on Elliott will remain in effect until the later of (x) the first anniversary of the date of the Agreement and (y) ten (10) days following the first date on which Mr. Cohn (or any Replacement Director to the extent such Replacement Director is an employee of Elliott or an affiliate thereof) ceases to serve on the Board (the “Cooperation Period”). In addition, Elliott will provide advance notice of any resignation by Mr. Cohn as a member of the Board.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The description of the matters included under Item 1.01 are incorporated into this Item 5.02 by reference.
There are no arrangements or understandings between Mr. Cohn and any other person pursuant to which Mr. Cohn was appointed as a director, other than with respect to the matters referred to in Item 1.01 of this Current Report on Form 8-K. Mr. Cohn does not have any family relationships with any of Synopsys’ directors or executive officers, or any direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
As a non-employee director, Mr. Cohn is entitled to receive the compensation provided for under Synopsys’ non-employee director compensation program as described under the heading “Director Compensation” in Synopsys’ definitive proxy statement filed with the Securities and Exchange Commission on February 19, 2026, which description is incorporated herein by reference. Additionally, in accordance with Synopsys’ customary practice, Synopsys is entering into its standard form of indemnification agreement with Mr. Cohn, which requires Synopsys to indemnify Mr. Cohn against certain liabilities that may arise as a result of his status or service as a director. The description of Mr. Cohn’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to Synopsys’ Form 8-K filed on July 14, 2011 as Exhibit 99.2.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the press release announcing the appointment of Mr. Cohn to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by Synopsys under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Exhibit Number |
Description | |
| 10.1 |
Cooperation Agreement, by and among Elliott Investment Management L.P., Elliott Associates, L.P., Elliott International, L.P. and Synopsys, Inc., dated as of May 26, 2026. | |
| 99.1 |
Press Release dated May 27, 2026 announcing the appointment of Jesse Cohn to the Board of Directors of Synopsys, Inc. | |
| 104 |
Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| SYNOPSYS, INC. | ||||||
| Dated: May 27, 2026 | By: | /S/ JANET LEE | ||||
| Janet Lee | ||||||
| General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
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Synopsys Appoints Jesse Cohn to Board of Directors
Sunnyvale, Calif., May 27, 2026 – Synopsys, Inc. (NASDAQ: SNPS) today announced it has entered into a cooperation agreement with Elliott Investment Management L.P. (together with certain affiliates, “Elliott”), including the appointment of Jesse Cohn to its board of directors as an independent director, effective June 1, 2026. Cohn is a Managing Partner at Elliott with a long track record of success as an investor in and director of public technology companies.
“As an experienced board member, Jesse brings a uniquely differentiated perspective,” said Aart de Geus, executive chair and founder of Synopsys. “He enthusiastically shares our belief that strategic focus, augmented by disciplined execution, is foundational to achieve both high impact in our industry and sustainable, long-term value creation. His joining us as a director, further strengthens our company, and I welcome Jesse’s positive engagement and contributions to our Board.”
“Synopsys is essential to the global chip industry and is well-positioned to benefit from increasing AI investment and engineering complexity,” said Cohn. “Synopsys has transformed from the leader in EDA to the leader in engineering solutions, and its differentiated portfolio provides substantial opportunity to ensure the company’s financial performance reflects the value Synopsys delivers to the industry. I look forward to working with Sassine, Aart and the rest of the team in support of the company’s efforts to drive value for all stockholders.”
“Jesse has deep appreciation for our business and the mission-critical role we play in helping customers engineer AI-powered products from silicon to systems,” said Sassine Ghazi, president and CEO of Synopsys. “As we drive increased competitive differentiation, value and execution across the business, his appointment aligns with our direction. I’ve enjoyed getting to know Jesse and welcome his constructive insights as a member of the Synopsys Board.”
With Cohn joining, the Synopsys Board of Directors expands to 11 members. Under the cooperation agreement, Elliott has agreed to customary standstill, voting, and confidentiality commitments, among other provisions. Cohn also will join the Corporate Governance and Nominating Committee of the Board. The cooperation agreement will be filed on a Form 8-K with the Securities and Exchange Commission.
About Jesse Cohn
Jesse Cohn is a Managing Partner and member of the Management, Risk, Allocation and Investment Committees at Elliott. He has served as an independent director of several public technology companies including Citrix Systems, eBay, and Twitter and is a member of the advisory board at the Harvard Law School Program on Corporate Governance. Prior to joining Elliott in 2004, Cohn was an Analyst in the mergers and acquisitions group at Morgan Stanley. He earned his B.S. in Economics from the University of Pennsylvania’s Wharton School of Business, from which he graduated summa cum laude.
About Synopsys
Synopsys, Inc. (Nasdaq: SNPS) is the leader in engineering solutions from silicon to systems, enabling customers to rapidly innovate AI-powered products. We deliver industry-leading silicon design, IP, simulation and analysis solutions, and design services. We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow. Learn more at www.synopsys.com.
© 2026 Synopsys, Inc. All rights reserved. Synopsys, Ansys, the Synopsys and Ansys logos, and other Synopsys trademarks are available at https://www.synopsys.com/company/legal/trademarks-brands.html. Other company or product names may be trademarks of their respective owners.
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements concerning value creation and future financial and operational results. These statements involve risks, uncertainties and other factors that could cause our actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Information on potential risks, uncertainties and other factors that could affect Synopsys’ results is included in filings we make with the SEC from time to time, including in the sections entitled “Risk Factors” in our latest Annual Report on Form 10-K and in our latest Quarterly Report on Form 10-Q.
Contacts
| Investors: | Tushar Jain | |
| Synopsys, Inc. 650-584-4289 | ||
| Synopsys-ir@synopsys.com | ||
| Media: | Cara Walker | |
| Synopsys, Inc. 650-584-5000 corp-pr@synopsys.com | ||