Not independent
Tenure on this board
39.5 yrs
Also a director at
Applied Materials Inc (AMAT)
10 nominees · 5 ballot items.
Election of ten directors; approval of Amended and Restated Equity Incentive Plan; advisory vote to approve executive compensation (say-on-pay); ratification of KPMG LLP as independent auditor; stockholder proposal to permit stockholders to act by written consent.
To elect ten directors nominated by the Board to hold office until the next annual meeting and until their successors are elected.
Approve amended Equity Incentive Plan to include non-employee directors, update plan name and provisions, approve director compensation limit and other clarifying changes.
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.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
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.
To ratify the Audit Committee’s selection of KPMG LLP as Synopsys’ independent registered public accounting firm for fiscal year 2026.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 12,442,898 | $4.9B |
| 2 | STATE STREET CORP | 4.65% | 8,899,023 | $3.5B |
| 3 | BlackRock, Inc. | 3.36% | 6,431,376 | $2.5B |
| 4 | FMR LLC | 2.93% | 5,619,503 | $2.2B |
| 5 | NVIDIA CORP | 2.52% | 4,821,717 | $1.9B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.47% | 4,730,700 | $1.9B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.07% | 3,963,523 | $1.6B |
| 8 | BlackRock, Inc. | 2.06% | 3,949,466 | $1.6B |
| 9 | VAN ECK ASSOCIATES CORP | 1.51% | 2,887,562 | $1.1B |
| 10 | Aspex Management (HK) Ltd | 1.39% | 2,670,532 | $1.1B |
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