SEC EDGAR · 8-K
8-K – 2026-02-11 – ptc-20260211.htm
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8-K 0000857005 false 0000857005 2026-02-11 2026-02-11 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