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CADENCE DESIGN SYSTEMS INC 8-K Report, Executive Changes (May 16, 2011)

Filed May 16, 2011For Securities:CDNS

Summary

This 8-K filing from Cadence Design Systems, Inc. reports on key outcomes from its Annual Stockholders' Meeting held on May 10, 2011. The primary focus for investors is the re-approval of performance goals for the Senior Executive Bonus Plan and the 1987 Stock Incentive Plan. This re-approval is crucial as it ensures that awards granted under these plans continue to qualify as tax-deductible "performance-based compensation" under Section 162(m) of the Internal Revenue Code, which is important for maintaining executive compensation structures and potential tax benefits for the company. Additionally, the filing details the approval of an amendment to the 1987 Stock Incentive Plan, which includes an increase in the authorized shares available for issuance and an extension of the plan's term. Stockholders also voted to elect directors, approve the 2000 Equity Incentive Plan, ratify the appointment of KPMG LLP as the independent auditor, and provided advisory votes on executive compensation and its frequency. These votes indicate stockholder support for the company's compensation plans and governance practices.

Key Highlights

  • 1Stockholders re-approved material terms of performance goals for the Senior Executive Bonus Plan to maintain its status as tax-deductible performance-based compensation under IRS Section 162(m).
  • 2Stockholders approved an amendment to the 1987 Stock Incentive Plan, increasing authorized shares by approximately 4 million and extending the plan's term to March 16, 2021.
  • 3The re-approval of performance goals under the 1987 Stock Incentive Plan also serves to maintain its qualification for tax-deductible performance-based compensation.
  • 4Eight directors were elected to serve until the 2012 Annual Meeting of Stockholders.
  • 5A proposal to approve the 2000 Equity Incentive Plan, including an increase in authorized shares, was approved.
  • 6An advisory resolution approving executive compensation received stockholder approval.
  • 7KPMG LLP was ratified as Cadence's independent registered public accounting firm for the fiscal year ending December 31, 2011.

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