Synopsys Inc. Files Definitive Proxy Statement

Ticker: SNPS · Form: DEF 14A · Filed: 2024-02-16T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Synopsys Inc., SNPS, Corporate Governance

TL;DR

<b>Synopsys Inc. has filed its Definitive Proxy Statement (DEF 14A) on February 16, 2024, for the reporting period ending April 10, 2024.</b>

AI Summary

SYNOPSYS INC (SNPS) filed a Proxy Statement (DEF 14A) with the SEC on February 16, 2024. Filing Type: DEF 14A. Reporting Period: 2024-04-10. Filed As Of Date: 2024-02-16. Company Name: SYNOPSYS INC. SIC Code: 7372 (PREPACKAGED SOFTWARE).

Why It Matters

For investors and stakeholders tracking SYNOPSYS INC, this filing contains several important signals. This filing is a standard DEF 14A, indicating it contains information for the annual shareholders' meeting and related matters. The filing provides details on executive compensation, board of directors, and other corporate governance information relevant to shareholders.

Risk Assessment

Risk Level: low — SYNOPSYS INC shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard corporate governance and executive compensation disclosures, posing no immediate unusual risk.

Analyst Insight

Review the executive compensation details and any proposals for shareholder votes to understand potential impacts on company strategy and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did SYNOPSYS INC file this DEF 14A?

SYNOPSYS INC filed this Proxy Statement (DEF 14A) with the SEC on February 16, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SYNOPSYS INC (SNPS).

Where can I read the original DEF 14A filing from SYNOPSYS INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SYNOPSYS INC.

What are the key takeaways from SYNOPSYS INC's DEF 14A?

SYNOPSYS INC filed this DEF 14A on February 16, 2024. Key takeaways: Filing Type: DEF 14A. Reporting Period: 2024-04-10. Filed As Of Date: 2024-02-16.

Is SYNOPSYS INC a risky investment based on this filing?

Based on this DEF 14A, SYNOPSYS INC presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard corporate governance and executive compensation disclosures, posing no immediate unusual risk.

What should investors do after reading SYNOPSYS INC's DEF 14A?

Review the executive compensation details and any proposals for shareholder votes to understand potential impacts on company strategy and shareholder value. The overall sentiment from this filing is neutral.

How does SYNOPSYS INC compare to its industry peers?

Synopsys Inc. operates in the software industry, specifically in prepackaged software (SIC 7372). This DEF 14A filing is typical for publicly traded companies in this sector.

Are there regulatory concerns for SYNOPSYS INC?

The filing is a DEF 14A, which is a standard SEC filing required under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

Industry Context

Synopsys Inc. operates in the software industry, specifically in prepackaged software (SIC 7372). This DEF 14A filing is typical for publicly traded companies in this sector.

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing required under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Review the proposals to be voted on at the shareholder meeting.
  2. Analyze executive compensation packages and any changes proposed.
  3. Examine director nominations and qualifications.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. Specific comparative data from a previous filing is not immediately available in this excerpt.

Filing Stats: 4,485 words · 18 min read · ~15 pages · Grade level 14 · Accepted 2024-02-16 16:23:10

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 79 Pay Ratio Disclosure 90 Pay Versus Per formance Disclosure 91 Equity Compensation Plan Information 95 Audit Matters 96 PROPOSAL 4 — Ratification of Selection of Independent Registered Public Accounting Firm 96 Fees and Service of Independent Registered Public Accounting Firm 96 Audit Committee Pre-Approval Policies and Procedures 97 Audit Committee Report 97 Stockholder Proposal 99 PROPOSAL 5 — Independent Board Chair 99

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 102 Additional Information 104 About the Annual Meeting 104 Stockholder Information 108

Forward-Looking Statements

Forward-Looking Statements 109 Information Referenced in t his Proxy Statement 109 Other Matters 109 Append ic es 110 Appendi x A 110 Appendi x B 127 4 PROXY STATEMENT SUMMARY This summary highlights certain information in the Proxy Statement, but it does not contain all of the information that you should consider before voting. Please review the entire Proxy Statement and Annual Report on Form 10-K for the year ended October 28, 2023 (2023 Annual Report on Form 10-K) carefully. References in this Proxy Statement to "we," "us," "our," the "Company" or "Synopsys" refer to Synopsys, Inc. The items to be voted on at the Annual Meeting along with the recommendations of our Board of Directors' (the Board or Board of Directors) are listed below. Proposals Board Vote Recommendation For Further Details 1. ELECTION OF DIRECTORS The Board of Directors and the Corporate Governance and Nominating Committee believe that each of the eleven director nominees possess the necessary qualifications, skills and experiences to provide quality advice and counsel to management and to effectively oversee key business and strategy matters, while carefully considering the long-term success of Synopsys and our stockholders. "FOR" each director nominee Page 11 2. APPROVAL OF OUR 2006 EMPLOYEE EQUITY INCENTIVE PLAN, AS AMENDED We are asking for approval to amend our 2006 Employee Equity Incentive Plan, as amended (the 2006 Employee Plan), in order to, among other things, (i) increase the number of shares of common stock, par value of $0.01 per share, available for issuance under the 2006 Employee Plan by 3,400,000 shares, (ii) eliminate the term of the 2006 Employee Plan and (iii) provide that incentive stock options may be granted without stockholder approval until the ten-year anniversary of the Board of Directors' approval of the 2006 Employee Plan. We believe equity compensation is a critical tool to attract and retain talent, and the share increase will

: Gender Identity

Part I: Gender Identity Directors 3 8 — —

: Demographic Background

Part II: Demographic Background African American or Black — — — — Alaskan Native or Native American — — — — Asian — — — — Hispanic or Latinx 1 1 — — Native Hawaiian or Pacific Islander — — — — White 2 6 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background 1 Board Nominee Snapshot GENDER DIVERSITY ETHNIC DIVERSITY TENURE INDEPENDENCE SKILLS AND EXPERIENCE 12 Corporate Governance Our Director Nominees Information regarding our nominees, including information they have furnished as to their principal occupations, certain other directorships they hold, or have held, and their ages as of February 12, 2024 (the Record Date), is set forth below. The section titled "Director Nominations" on page 20 of this Proxy Statement provides additional information on the director nomination process. The nominee descriptions below contain information about the experience, qualifications and skills that led the Governance Committee to determine that these nominees should serve as our directors. Other than Mr. Ghazi and Dr. de Geus, all nominees are independent as determined by the Board of Directors under our Corporate Governance Guidelines, applicable federal securities law and the Nasdaq Listing Standards. There are no family relationships among any of the director nominees, directors and/or any of Synopsys' executive officers. In addition, no nominee has an arrangement or understanding with another person under which he or she was or is to be selected as a director or nominee. Dr. Aart J. de Geus | Executive Chair of the Board of Directors DIRECTOR SINCE: 1986 Age: 69 CURRENT PUBLIC COMPANY DIRECTORSHIPS: Applied Materials, Inc. PROFESSIONAL EXPERIENCE Co-founded Synopsys, serving as a member of our Board of Directors since our inception and as Chair of our Board of Directors from 1986 to 1992 and from 1998 until his transition to Executive Chair of our Board of Directors in January 2024. Has held a variet

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