8-K/AShareholder Matters

SYNOPSYS INC 8-K/A Report, Shareholder Vote Results (May 27, 2011)

Filed May 27, 2011For Securities:SNPS

Summary

This Form 8-K/A filing from Synopsys, Inc. (SNPS) serves as an amendment to a previous 8-K report filed on March 25, 2011. The primary purpose of this amendment is to formally disclose the company's decision regarding the frequency of advisory stockholder votes on executive compensation. Following a stockholder preference indicated in a vote on March 24, 2011, Synopsys' Board of Directors has determined that the company will hold an annual advisory vote on the compensation of its named executive officers. This practice will continue until the Board decides otherwise or a new advisory vote on frequency is held, which is expected no later than the 2017 Annual Stockholders Meeting. For investors, this filing confirms that Synopsys is aligning its executive compensation review process with the expressed wishes of its shareholders. This demonstrates a commitment to corporate governance and shareholder engagement, providing a regular avenue for investors to voice their opinions on executive pay. The annual nature of this vote offers consistent transparency and accountability regarding compensation decisions for the company's top executives.

Key Highlights

  • 1Synopsys is filing an amendment (8-K/A) to its March 25, 2011, 8-K report.
  • 2The amendment's sole purpose is to disclose the frequency of advisory stockholder votes on executive compensation.
  • 3Stockholders previously indicated a preference for an annual advisory vote on executive compensation on March 24, 2011.
  • 4Synopsys' Board of Directors has determined to hold an annual advisory vote on the compensation of named executive officers.
  • 5This annual vote will continue until the Board decides otherwise.
  • 6A new advisory vote on frequency will be held no later than the 2017 Annual Stockholders Meeting.
  • 7The filing confirms Synopsys' commitment to shareholder engagement on executive compensation.

Frequently Asked Questions

The main purpose of this Form 8-K/A is to officially communicate Synopsys' decision to hold annual advisory votes on executive compensation, following shareholder feedback from a previous vote.

In March 2011, stockholders voted and indicated a preference for Synopsys to hold an advisory vote on the compensation of its named executive officers on an annual basis.

Synopsys has determined that it will hold an advisory vote on the compensation of its named executive officers annually.

The company will hold another advisory vote on frequency no later than its 2017 Annual Stockholders Meeting, or sooner if the Board of Directors decides to do so.