Synopsys Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   To elect ten directors nominated by the Board to hold office until the next annual meeting and until their successors are elected.

2. 2

   Approval of Our Amended and Restated Equity Incentive Plan

   ManagementBoard: FOR

   Approve amended Equity Incentive Plan to include non-employee directors, update plan name and provisions, approve director compensation limit and other clarifying changes.

   More detail

   This management proposal asks shareholders to approve an amended and restated Equity Incentive Plan that primarily adds non-employee directors as eligible participants, consolidating the 2017 Non-Employee Directors Equity Incentive Plan into the main plan to reduce administrative burden and align with market practice. Management emphasizes the amendment does not request additional shares and includes governance protections—no discounted options, anti-repricing without shareholder approval, fungible share reserve ratio, seven-year terms, limits on dividends and dividend equivalents, and a $1.5 million (with limited exceptions) annual cap on director compensation—to mitigate dilution and governance risk. The Board recommends FOR because allowing directors to receive awards under the same plan streamlines administration, aligns director and stockholder interests, and preserves customary safeguards; it notes equity awards are critical for recruiting and retention and that the Compensation Committee will oversee usage and burn-rate. The proposal’s context includes Synopsys’ size, competitive hiring for executive and director talent, and recent corporate activity (e.g., Ansys acquisition) that could affect equity usage and governance; management also highlights that current non-employee director awards would transition to the amended plan upon approval. Key risks for shareholders include potential dilution and the fungible reserve multiple which can accelerate depletion of available shares; management addresses these by limiting automatic share increases, prohibiting repricing without approval, and imposing a higher depletion multiplier for full-value awards. Approval would permit consolidated equity governance, but investors should weigh the plan’s protections against long-term dilution and post-acquisition integration-related equity usage.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

   More detail

   This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation paid to the company’s named executive officers (NEOs) as disclosed in the proxy statement (the “say-on-pay” vote). Management explains that the pay program is rooted in a pay-for-performance philosophy combining base salary, annual cash incentives tied to financial and backlog/revenue growth goals, and long-term equity awards—approximately 50% performance-based PRSUs, plus RSUs and options (though options are being phased out)—and describes funding outcomes for fiscal 2025 including EIP payout at 81.95% of target and PRSU outcomes. The Compensation Committee recommends a FOR vote, citing alignment with long-term strategic objectives, retention needs (notably during integration of the Ansys acquisition), robust governance features (clawbacks, anti-hedging, burn-rate controls, independent compensation consultant, independent committee) and responsiveness to prior shareholder feedback. From a governance perspective, the vote gives shareholders a platform to signal support or concern over pay design, quantum, and linkage to performance; although advisory, a negative vote could trigger management and board engagement and possible program changes. Investors should evaluate the mix of performance metrics (revenue CAGR and relative TSR modifiers), the increased weighting of performance-based equity for the CEO in fiscal 2026, the shift from options to RSUs/PRSUs, and the compensation outcomes given recent acquisition activity and one-time items affecting GAAP/non-GAAP results when assessing the reasonableness of compensation actually paid.

4. 4

   Ratification of Selection of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   To ratify the Audit Committee’s selection of KPMG LLP as Synopsys’ independent registered public accounting firm for fiscal year 2026.

5. 5

   Stockholder Right to Act by Written Consent

   Shareholder — John CheveddenBoard: AGAINST

   Stockholder proposal requesting the Board permit written consent by stockholders holding the minimum number of votes necessary to authorize action at a meeting where all stockholders entitled to vote are present, without discrimination based on holding period.

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When is the Synopsys Inc 2026 annual meeting?

Synopsys Inc (SNPS) holds its 2026 annual shareholder meeting on Thursday, April 16, 2026.

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

The record date for the Synopsys Inc 2026 meeting is Tuesday, February 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Synopsys Inc's 2026 meeting?

The board is presenting 10 director nominees at the Synopsys Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 5 proposals at the Synopsys Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.