UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2026 |
PTC Inc.
(Exact name of Registrant as Specified in Its Charter)
Massachusetts | 0-18059 | 04-2866152 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
|
|
|
|
|
121 Seaport Boulevard |
| |||
Boston, Massachusetts |
| 02210 | ||
(Address of Principal Executive Offices) |
| (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (781) 370-5000 |
|
(Former Name or Former Address, if Changed Since Last Report)
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:
|
| Trading |
|
|
Common Stock, $.01 par value per share |
| PTC |
| The NASDAQ Global 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. ☐
Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders was held on February 11, 2026. Three proposals were before the meeting:
The votes with respect to the proposals are set forth below.
|
|
|
|
|
|
|
|
Elect Eight Directors to Serve until the 2027 Annual Meeting of Shareholders. | |||||||
| For |
| Withheld |
|
| Broker Non-Votes |
|
Neil Barua | 104,974,287 |
| 833,550 |
|
| 4,520,218 |
|
Mark Benjamin | 99,739,586 |
| 6,068,251 |
|
| 4,520,218 |
|
Robert Bernshteyn | 105,246,016 |
| 561,821 |
|
| 4,520,218 |
|
Janice Chaffin | 97,460,383 |
| 8,347,454 |
|
| 4,520,218 |
|
Michal Katz | 105,238,240 |
| 569,597 |
|
| 4,520,218 |
|
Corinna Lathan | 104,140,715 |
| 1,667,122 |
|
| 4,520,218 |
|
James Lico | 105,391,466 |
| 416,371 |
|
| 4,520,218 |
|
Trac Pham | 105,716,227 |
| 91,610 |
|
| 4,520,218 |
|
|
|
|
|
|
|
|
Advisory vote to approve the compensation of our named executive officers (Say-on-Pay). | ||||||
For |
| Against |
| Abstain |
| Broker Non-Votes |
97,603,267 |
| 8,087,505 |
| 117,065 |
| 4,520,218 |
Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. |
| |||
For | Against | Abstain | Broker Non-Votes | |
98,501,754 | 11,788,728 | 37,573 | — | |
2
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 thereunto duly authorized.
|
|
| PTC Inc. |
|
|
|
|
Date: | 11 February 2026 | By: | /s/Catherine Gorecki |
|
|
| Catherine Gorecki |
3