8-K
Cadence Design Systems Inc (CDNS)
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): May 5, 2022
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-15867 | 00-0000000 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) |
2655 Seely Avenue, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
(408) 943-1234
(Registrant’s telephone number, including area code)
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | CDNS | Nasdaq Global Select 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders of Cadence Design Systems, Inc. (the “Company”) was held on May 5, 2022. At the 2022 Annual Meeting, the Company’s stockholders voted on the following proposals, which are described in detail in the Company’s 2022 Proxy Statement filed on March 22, 2022:
1.A proposal to elect the eleven (11) directors named in the Proxy Statement to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified, or until the director’s earlier death, resignation or removal. Each of the eleven (11) director nominees named in the Proxy Statement was elected as set forth below:
| Nominee | For | Against | Abstain | Broker<br>Non-Votes |
|---|---|---|---|---|
| Mark W. Adams | 213,425,178 | 15,092,324 | 200,960 | 17,774,747 |
| Ita Brennan | 220,598,885 | 7,934,150 | 185,427 | 17,774,747 |
| Lewis Chew | 228,046,202 | 483,662 | 188,598 | 17,774,747 |
| Anirudh Devgan | 227,419,596 | 1,120,497 | 178,369 | 17,774,747 |
| Mary Louise Krakauer | 227,056,002 | 1,469,693 | 192,767 | 17,774,747 |
| Julia Liuson | 222,602,734 | 5,909,629 | 206,099 | 17,774,747 |
| Dr. James D. Plummer | 211,715,013 | 16,801,069 | 202,380 | 17,774,747 |
| Dr. Alberto Sangiovanni-Vincentelli | 217,029,047 | 11,503,678 | 185,737 | 17,774,747 |
| Dr. John B. Shoven | 209,893,543 | 18,583,541 | 241,378 | 17,774,747 |
| Young K. Sohn | 227,098,900 | 1,369,962 | 249,600 | 17,774,747 |
| Lip-Bu Tan | 210,885,437 | 17,660,512 | 172,513 | 17,774,747 |
2.An advisory resolution to approve named executive officer compensation. This proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 208,340,203 | 20,091,398 | 286,861 | 17,774,747 |
3.A proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. This proposal was approved as set forth below:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 246,124,864 | 235,258 | 133,087 | N/A |
4.A stockholder proposal regarding special meetings. This proposal was not approved as set forth below:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 85,563,539 | 142,706,260 | 448,663 | 17,774,747 |
Item 8.01. Other Events.
On May 5, 2022, the Company’s Board of Directors (the “Board”) approved changes to the committee composition of the Board. Effective May 5, 2022, the current composition of the Board committees is as follows:
Audit Committee: Lewis Chew (Chair), Ita Brennan, James Plummer and John Shoven
Compensation Committee: Mark Adams (Chair), Mary Louise Krakauer, Julia Liuson and John Shoven
Corporate Governance and Nominating Committee: Ita Brennan (Chair), Mary Louise Krakauer, Julia Liuson, James Plummer and Alberto Sangiovanni-Vincentelli
Finance Committee: Young Sohn (Chair), Mark Adams, Lewis Chew and Alberto Sangiovanni-Vincentelli
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 hereunto duly authorized.
Dated: May 6, 2022
| CADENCE DESIGN SYSTEMS, INC. | |
|---|---|
| By: | /s/ Alinka Flaminia |
| Alinka Flaminia | |
| Senior Vice President, Chief Legal Officer & Corporate Secretary |