Date of report (Date of earliest event reported): May 5, 2022
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
000-15867
00-0000000
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2655 Seely Avenue,San Jose,California95134
(Address of Principal Executive Offices) (Zip Code)
(408)943-1234
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CDNS
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders of Cadence Design Systems, Inc. (the “Company”) was held on May 5, 2022. At the 2022 Annual Meeting, the Company’s stockholders voted on the following proposals, which are described in detail in the Company’s 2022 Proxy Statement filed on March 22, 2022:
1.Aproposaltoelecttheeleven(11)directorsnamedintheProxyStatementtoserveuntilthe2023AnnualMeetingofStockholdersanduntil their successors are elected and qualified, or until the director’s earlier death, resignation or removal. Each of the eleven (11) director nominees named in the Proxy Statement was elected as set forth below:
Nominee
For
Against
Abstain
Broker Non-Votes
Mark W. Adams
213,425,178
15,092,324
200,960
17,774,747
Ita Brennan
220,598,885
7,934,150
185,427
17,774,747
Lewis Chew
228,046,202
483,662
188,598
17,774,747
Anirudh Devgan
227,419,596
1,120,497
178,369
17,774,747
Mary Louise Krakauer
227,056,002
1,469,693
192,767
17,774,747
Julia Liuson
222,602,734
5,909,629
206,099
17,774,747
Dr. James D. Plummer
211,715,013
16,801,069
202,380
17,774,747
Dr. Alberto Sangiovanni-Vincentelli
217,029,047
11,503,678
185,737
17,774,747
Dr. John B. Shoven
209,893,543
18,583,541
241,378
17,774,747
Young K. Sohn
227,098,900
1,369,962
249,600
17,774,747
Lip-Bu Tan
210,885,437
17,660,512
172,513
17,774,747
2.An advisory resolution to approve named executive officer compensation. This proposal was approved as set forth below:
For
Against
Abstain
Broker Non-Votes
208,340,203
20,091,398
286,861
17,774,747
3.A proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. This proposal was approved as set forth below:
For
Against
Abstain
Broker Non-Votes
246,124,864
235,258
133,087
N/A
4.A stockholder proposal regarding special meetings. This proposal was not approved as set forth below:
For
Against
Abstain
Broker Non-Votes
85,563,539
142,706,260
448,663
17,774,747
Item 8.01. Other Events.
On May 5, 2022, the Company’s Board of Directors (the “Board”) approved changes to the committee composition of the Board. Effective May 5, 2022, the current composition of the Board committees is as follows:
Audit Committee: Lewis Chew (Chair), Ita Brennan, James Plummer and John Shoven
Compensation Committee: Mark Adams (Chair), Mary Louise Krakauer, Julia Liuson and John Shoven
Corporate Governance and Nominating Committee: Ita Brennan (Chair), Mary Louise Krakauer, Julia Liuson, James Plummer and Alberto Sangiovanni-Vincentelli
Finance Committee: Young Sohn (Chair), Mark Adams, Lewis Chew and Alberto Sangiovanni-Vincentelli
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
