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PTC 8-K Report, Shareholder Vote Results (Feb 13, 2025)

Reports
Shareholder Matters
Filing Date
Filed February 13, 2025
Period End
February 12, 2025
Security
PTC
In the record · 2016–202610-K1010-Q338-K130

PTC filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 130 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jan ’19Jan ’19
  2. Leadership change8-K · Jan ’21Jan ’21
  3. Deal closed8-K · Jan ’23Jan ’23
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed February 13, 2025. Cited figures are marked; the original filing is the authoritative source.

PTC Inc. held its Annual Meeting of Shareholders on February 12, 2025, and this Form 8-K, dated February 13, 2025, reports the voting results for three proposals.

Shareholders considered the election of eight directors to serve until the 2026 Annual Meeting, an advisory say-on-pay vote on the compensation of named executive officers, and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025. Each of the eight director nominees received more votes "For" than "Withheld." Paul Lacy received the fewest votes For (91,187,179) and the most Withheld (16,616,203), while Robert Bernshteyn received the most For votes (97,227,562).

The say-on-pay proposal received 100,420,452 votes For, 6,925,471 Against, and 457,459 Abstentions, with 4,403,779 broker non-votes. The auditor confirmation received 100,317,323 votes For, 11,856,139 Against, and 33,699 Abstentions.

02—Key points

Key Highlights

  1. Annual Meeting of Shareholders held February 12, 2025, with three proposals on the ballot.
  2. All eight director nominees were put to a vote for terms ending at the 2026 Annual Meeting; Neil Barua, Mark Benjamin, Robert Bernshteyn, Janice Chaffin, Amar Hanspal, Michal Katz, Paul Lacy, and Corinna Lathan were listed as nominees.
  3. Director votes For ranged from 91,187,179 (Paul Lacy) to 97,227,562 (Robert Bernshteyn); Withheld votes ranged from 10,575,820 (Robert Bernshteyn) to 16,616,203 (Paul Lacy).
  4. Say-on-pay advisory vote on named executive officer compensation received 100,420,452 For and 6,925,471 Against.
  5. Advisory vote to confirm PricewaterhouseCoopers LLP as independent registered public accounting firm for 2025 received 100,317,323 For and 11,856,139 Against.
  6. Broker non-votes of 4,403,779 were recorded on the director election and say-on-pay proposals; none were recorded for the auditor confirmation.

03—Questions

Frequently Asked Questions

  1. When was PTC's annual shareholder meeting held and what was on the agenda?

    The Annual Meeting of Shareholders was held on February 12, 2025. Shareholders voted on electing eight directors to serve until the 2026 Annual Meeting, an advisory say-on-pay vote, and an advisory vote to confirm PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025.

  2. Did shareholders approve the compensation of named executive officers?

    The say-on-pay advisory vote received 100,420,452 votes For, 6,925,471 Against, and 457,459 Abstentions, with 4,403,779 broker non-votes. Votes For exceeded votes Against.

  3. Were all director nominees elected, and how much support did they receive?

    Each of the eight nominees received more votes For than Withheld. For votes ranged from 91,187,179 (Paul Lacy) to 97,227,562 (Robert Bernshteyn), and Withheld votes ranged from 10,575,820 (Robert Bernshteyn) to 16,616,203 (Paul Lacy).

  4. Did shareholders confirm the selection of PricewaterhouseCoopers as auditor for 2025?

    The proposal received 100,317,323 votes For, 11,856,139 Against, and 33,699 Abstentions. Votes For exceeded votes Against.

04—Continue

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