8-K – 2026-04-20 – d467081d8k.htm

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8-K

SYNOPSYS INC false 0000883241 0000883241 2026-04-16 2026-04-16
 
 
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): April 16, 2026
 
 

SYNOPSYS, INC.
(Exact name of Registrant as specified in charter)
 
 

 

Delaware
 
000-19807
 
56-1546236

(State or other jurisdiction
of incorporation)

 
(Commission
File Number)

 
(I.R.S. Employer
Identification No.)

675 Almanor Avenue
Sunnyvale , California 94085
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 584-5000
N/A
(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 (par value of $0.01 per share)
 
SNPS
 
Nasdaq Global Select 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. ☐
 
 
 

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:
 

 
  
For
 
  
Against
 
  
Abstain
 
  
Broker Non-Votes
 

Aart J. de Geus

  
 
143,736,985
 
  
 
3,465,990
 
  
 
269,631
 
  
 
16,113,486
 

John G. Schwarz

  
 
142,864,302
 
  
 
4,455,755
 
  
 
152,549
 
  
 
16,113,486
 

Sassine Ghazi

  
 
145,900,556
 
  
 
1,457,941
 
  
 
114,109
 
  
 
16,113,486
 

Janice D. Chaffin

  
 
133,355,694
 
  
 
13,892,054
 
  
 
224,858
 
  
 
16,113,486
 

Bruce R. Chizen

  
 
139,133,965
 
  
 
8,183,271
 
  
 
155,370
 
  
 
16,113,486
 

Mercedes Johnson

  
 
145,332,055
 
  
 
1,987,370
 
  
 
153,181
 
  
 
16,113,486
 

Robert G. Painter

  
 
142,710,751
 
  
 
4,604,391
 
  
 
157,464
 
  
 
16,113,486
 

Jeannine P. Sargent

  
 
143,497,171
 
  
 
3,660,226
 
  
 
315,209
 
  
 
16,113,486
 

Peter A. Shimer

  
 
145,111,785
 
  
 
2,201,185
 
  
 
159,636
 
  
 
16,113,486
 

Ravi Vijayaraghavan

  
 
143,640,730
 
  
 
3,603,418
 
  
 
228,458
 
  
 
16,113,486
 

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:
 

For:

  
 
143,264,153
 

Against:

  
 
4,027,288
 

Abstain:

  
 
181,165
 

Broker Non-Votes:

  
 
16,113,486
 

Proposal 3: Synopsys’ stockholders approved, on an advisory basis, the compensation of Synopsys’ named executive officers as disclosed in the Proxy Statement. The voting results regarding this proposal are set forth below:
 

For:

  
 
134,772,793
 

Against:

  
 
12,509,153
 

Abstain:

  
 
190,660
 

Broker Non-Votes:

  
 
16,113,486
 

Proposal 4:  Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending October 31, 2026. The voting results regarding this proposal are set forth below:
 

For:

  
 
150,960,889
 

Against:

  
 
12,242,955
 

Abstain:

  
 
382,248
 

Broker Non-Votes:

  
 
— 
 

Proposal 5:  Synopsys’ stockholders did not approve the stockholder proposal regarding stockholders’ right to act by written consent. The voting results regarding this proposal are set forth below:
 

For:

  
 
59,013,869
 

Against:

  
 
88,134,590
 

Abstain:

  
 
324,147
 

Broker Non-Votes:

  
 
16,113,486
 

 

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit
Number

  
Description

10.1
  
Amended and Restated Equity Incentive Plan

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 20, 2026
 

 
By:
 
/ S / J ANET L EE

 

 

 
Janet Lee

 

 

 
General Counsel and Corporate Secretary