01—Abstract
Summary
Summary of the 8-K filed February 19, 2026. Cited figures are marked; the original filing is the authoritative source.
Synopsys (SNPS) filed an 8-K on February 19, 2026 reporting board changes rather than financial results.
Effective February 14, 2026, the Board expanded from eleven to twelve directors and appointed Peter A. Shimer, a former Deloitte executive (CFO 2016-2019, interim CEO 2022-2023, COO, and Senior Advisor to the CEO through 2025), as an independent director and member of the Audit Committee. The Board has designated him an audit committee financial expert under Item 407 of Regulation S-K.
His compensation follows the standard non-employee director program: a $140,000a annual cash retainer, a $350,000 initial restricted stock award vesting over three years, and a prorated interim restricted stock award (annual value of $200,000) vesting at the first annual meeting. The filing also discloses that the Board will not renominate directors Luis Borgen and Dr. Ajei Gopal. Both will continue serving through the 2026 Annual Meeting of Stockholders.
The company frames these moves as part of ongoing director refreshment, and Executive Chair Aart de Geus referenced the ongoing Ansys integration. The filing contains no financial metrics, guidance, or operational results. For investors, this is a governance-focused event.
Adding a finance-experienced audit committee member may be viewed positively for oversight, particularly during a large acquisition integration. The non-renomination of two directors signals planned board turnover, and the 2026 annual meeting will be the point at which the board composition change takes full effect.
02—Key points
Key Highlights
- Board expanded from 11 to 12 directors; Peter A. Shimer appointed effective February 14, 2026
- Shimer joins the Audit Committee and is designated an audit committee financial expert and independent director under Nasdaq and Rule 10A-3 standards
- Shimer's background includes Deloitte CFO (2016-2019), interim CEO (2022-2023), and COO roles, plus 40+ years in public accounting
- Director compensation: $140,000 annual cash retainer, $350,000 initial restricted stock award vesting over three years, and a prorated interim award
- Board will not renominate Luis Borgen and Dr. Ajei Gopal; both remain on the Board through the 2026 Annual Meeting
- Management cites director refreshment and the ongoing Ansys integration as context for the changes
- The filing contains no financial results, guidance, or quantitative operating data
03—Questions
Frequently Asked Questions
Why is Peter Shimer's appointment significant for investors?
Shimer's extensive financial and audit background, including his time as Deloitte's CFO and interim CEO, and his designation as an audit committee financial expert, strengthen the Audit Committee's oversight capacity. This matters most during periods of large-scale integration, such as the ongoing Ansys acquisition.
Does this filing change Synopsys' financial outlook?
No. The 8-K covers board composition and director compensation only. It includes no earnings, revenue, guidance, or other financial metrics.
Why are Luis Borgen and Dr. Ajei Gopal leaving the board?
The company says the decision not to renominate them reflects the Board's commitment to ongoing director refreshment. Neither is leaving immediately; both will serve through the 2026 Annual Meeting of Stockholders.
How is Shimer compensated as a director?
He receives a $140,000 annual cash retainer, paid quarterly in advance and prorated for his first year. He also receives a $350,000 initial restricted stock award vesting over three annual meetings, plus a prorated interim restricted stock award based on a $200,000 annual value that vests at the first annual meeting after grant.
Does Shimer have any conflicts of interest or related-party relationships?
The filing states there is no arrangement or understanding under which he was selected, no family relationships with directors or executive officers, and no material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K. He is entering the company's standard indemnification agreement, as all directors do.
04—Continue