Ptc Inc

1. 1

   Approval of the Merger Agreement

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger with Schneider Electric SE and Grand Slam Merger Sub, Inc., under which Merger Sub will merge into PTC, PTC will survive as a wholly owned Schneider subsidiary, and shareholders will receive $205 in cash per share, subject to the agreement’s terms and conditions.

   More detail

   The proposal asks shareholders to approve the merger agreement among PTC, Schneider Electric SE, and Schneider’s wholly owned merger subsidiary. If approved and completed, Merger Sub will merge into PTC, PTC will survive, and PTC will become a wholly owned subsidiary of Schneider. Each outstanding PTC common share, subject to specified exclusions and appraisal rights, will be converted into the right to receive $205 in cash without interest. Approval requires the affirmative vote of a majority of all outstanding shares entitled to vote, making abstentions and failures to vote effectively adverse to approval. The transaction would end PTC’s status as an independent public company, eliminate the public trading of its shares, and lead to delisting and deregistration. The Board’s recommendation rests on the substantial premium to the pre-announcement price, the certainty and liquidity of all-cash consideration, Evercore’s financial fairness opinion, and the Board’s conclusion that the negotiated price compared favorably with PTC’s standalone prospects and other strategic alternatives. The Board also considered closing certainty, including the absence of a financing condition, Schneider’s financial resources, regulatory risks, and the agreement’s provisions addressing alternative acquisition proposals. Countervailing considerations included loss of future participation in PTC’s growth, regulatory and shareholder-approval conditions, pre-closing operating restrictions, litigation risk, tax consequences, and the $700 million termination fee payable in specified circumstances. After weighing these factors, the Board unanimously concluded that the benefits outweighed the risks and recommends a vote FOR.

2. 2

   Advisory Vote on Merger-Related Executive Compensation Arrangements

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, compensation that will or may become payable by PTC to its named executive officers in connection with the Merger.

   More detail

   The proposal asks shareholders to approve, ratify, and confirm on a non-binding advisory basis the compensation that may become payable to PTC’s named executive officers because of or in connection with the Merger. The relevant payments include transaction-related cash bonuses, severance amounts triggered by qualifying terminations, accelerated or converted equity awards, and continued health and welfare benefits, as quantified in the golden parachute compensation table. Under the assumed May 1, 2027 closing and qualifying-termination scenario, the disclosed estimated totals are approximately $52.0 million for Neil Barua, $12.2 million for Jennifer DiRico, $14.9 million for Robert Dahdah, $10.2 million for Aaron von Staats, and $7.7 million for Catherine Kniker, with no merger-related amount shown for former CFO Kristian Talvitie. The compensation arrangements largely predate the Merger and were previously part of PTC’s overall executive compensation program. PTC states that the arrangements were adopted and approved by the Compensation and People Committee, which is composed solely of independent directors, and are reasonable and consistent with marketplace norms. The proposal is required by Section 14A of the Exchange Act and Rule 14a-21, which require a shareholder advisory vote on merger-related executive compensation. Approval requires a majority of the shares present or represented by proxy and voting on the proposal, assuming a quorum, while abstentions and broker non-votes have no effect. The vote is not a condition to closing and will not bind PTC, the Board, or Schneider. Consequently, the named executive officers remain eligible to receive the compensation under the applicable arrangements even if shareholders reject the proposal, and the Board recommends voting FOR.

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When is the Ptc Inc 2026 special meeting?

Ptc Inc (PTC) holds its 2026 special shareholder meeting on Thursday, December 17, 2026.

What is the record date for the Ptc Inc 2026 meeting?

The record date for the Ptc Inc 2026 meeting is Tuesday, November 10, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Ptc Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Ptc Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.