Synopsys, Inc. (SNPS, Financial) recently held its 2025 Annual Meeting of Stockholders on April 10, 2025, where significant amendments to the company's equity incentive and stock purchase plans were approved. These changes are designed to enhance the company's compensation framework and align with its strategic objectives.
At the meeting, stockholders approved the amendment of the 2006 Employee Equity Incentive Plan. The key modifications include an increase in the number of shares available for issuance by 1,600,000 shares, alignment with Synopsys' non-GAAP financial measures and compensation recovery policy, and the removal of outdated references to Section 162(m) of the Internal Revenue Code. These changes were previously approved by Synopsys' Board of Directors and the Compensation and Organizational Development Committee, pending stockholder approval. Executive officers of Synopsys are eligible to participate in this amended plan.
Additionally, the stockholders approved amendments to the Employee Stock Purchase Plan (ESPP). The amendments increase the number of shares available for issuance by 2,200,000 shares, update the definition of change of ownership to match the amended equity plan, and introduce flexibility to adjust the 15% discount in an offering. These amendments were also pre-approved by the Board and the Compensation Committee, subject to stockholder approval. Synopsys' executive officers are eligible to participate in the amended ESPP.
The meeting also included the election of nine directors to the Board, approval of executive compensation on an advisory basis, and the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending October 31, 2025. However, a stockholder proposal regarding the ratification of golden parachutes was not approved.
These strategic amendments reflect Synopsys' commitment to maintaining a competitive and effective compensation structure that supports its growth and aligns with shareholder interests.
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