What is the primary outcome of the Cooperation Agreement between Synopsys and Elliott?

The primary outcome is the appointment of Jesse Cohn, a representative from Elliott Investment Management, to Synopsys' Board of Directors. This resolves potential governance concerns and establishes a cooperative relationship between the company and Elliott.

What are the limitations placed on Elliott under this agreement?

Elliott has agreed to certain standstill restrictions that limit their beneficial ownership of Synopsys stock to no more than 4.9% and their aggregate economic exposure to no more than 7.5% during the Cooperation Period. They have also agreed to provide advance notice of any resignation by Mr. Cohn.

When will Jesse Cohn join the Board and for how long?

Jesse Cohn's appointment to the Board is effective June 1, 2026, with an initial term expiring at Synopsys' 2027 annual meeting of stockholders. He will also be included in Synopsys' slate of nominees for election at the 2027 Annual Meeting.

What happens if Jesse Cohn is no longer able to serve on the Board?

If Mr. Cohn is unable or unwilling to serve, resigns, or is removed prior to the end of the Cooperation Period, Synopsys and Elliott will cooperate in good faith to select a substitute director. This replacement is contingent on Elliott maintaining a net-long position of at least 1.5% of Synopsys' outstanding common stock at that time.

SNPS 8-K: Leadership Changes, Material Agreements & More

Summary

Synopsys Inc. (SNPS) has entered into a Cooperation Agreement with Elliott Investment Management L.P. and its affiliates (collectively, "Elliott"). This agreement addresses a key demand from Elliott by adding a new director to Synopsys' Board. Effective June 1, 2026, Jesse Cohn, a representative from Elliott, will be appointed to the Board and will also serve on the Corporate Governance and Nominating Committee. Mr. Cohn will be included in the company's slate of nominees for election at the 2027 Annual Meeting. The agreement also includes specific terms regarding board composition, director independence, and voting commitments from Elliott. Elliott has agreed to certain standstill restrictions, limiting their acquisition of Synopsys stock to below 4.9% beneficial ownership or 7.5% aggregate economic exposure during a defined "Cooperation Period." This period extends for at least one year from the agreement date or until Mr. Cohn (or a designated replacement) ceases to serve on the Board, whichever is later. This development signals a resolution of potential governance disagreements and establishes a framework for continued engagement between Synopsys and a significant shareholder.

Key Highlights

1Synopsys has entered into a Cooperation Agreement with Elliott Investment Management L.P. and its affiliates.
2The Board of Directors will be expanded by one member.
3Jesse Cohn, representing Elliott, will be appointed to the Board of Directors effective June 1, 2026.
4Mr. Cohn will also be appointed to the Corporate Governance and Nominating Committee.
5Elliott has agreed to customary standstill restrictions, limiting their ownership to 4.9% beneficial ownership and 7.5% aggregate economic exposure.
6The Cooperation Period, during which standstill restrictions apply, will extend for at least one year or until Mr. Cohn ceases to serve on the Board.
7The agreement includes provisions for a mutually agreed-upon Replacement Director should Mr. Cohn be unable to serve.

SYNOPSYS INC 8-K Report, Material Agreement (May 27, 2026)

Summary

Key Highlights

Frequently Asked Questions