Cadence Design Systems Announces Board Changes and New CAO

Ticker: CDNS · Form: 8-K · Filed: 2024-05-06T00:00:00.000Z

Sentiment: neutral

Topics: corporate-governance, executive-appointment, board-of-directors

Related Tickers: CDNS

TL;DR

Board shuffle at CDNS: Callahan out, Dorman in, Perna named CAO.

AI Summary

On May 2, 2024, Cadence Design Systems, Inc. filed an 8-K report detailing several key events. These include the departure of Director Michael J. Callahan, the election of new Director David L. Dorman, and the appointment of John P. Perna as Chief Accounting Officer. The filing also addresses compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and key executive appointments can signal shifts in company strategy, governance, and financial oversight.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes and executive appointments, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

FAQ

Who has departed from the Board of Directors?

Michael J. Callahan has departed from the Board of Directors.

Who has been elected as a new Director?

David L. Dorman has been elected as a new Director.

Who has been appointed as the Chief Accounting Officer?

John P. Perna has been appointed as the Chief Accounting Officer.

What is the date of the earliest event reported in this 8-K?

The date of the earliest event reported is May 2, 2024.

What are the main items covered in this 8-K filing?

This 8-K filing covers material modifications to rights of security holders, departure/election of directors, appointment of officers, and compensatory arrangements of certain officers.

Filing Stats: 1,353 words · 5 min read · ~5 pages · Grade level 11.1 · Accepted 2024-05-06 16:31:14

Key Financial Figures

Filing Documents

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. As described in Item 5.07 below, at the Annual Meeting of Stockholders of Cadence Design Systems, Inc. ("Cadence") held on May 2, 2024 (the "2024 Annual Meeting"), Cadence stockholders approved an amendment of Cadence's Restated Certificate of Incorporation (the "Charter") regarding stockholder action by written consent in lieu of a meeting (the "Written Consent Amendment"). The Board of Directors of Cadence (the "Board") approved, adopted and declared advisable the Written Consent Amendment on February 2, 2024. The Written Consent Amendment includes procedural and other requirements regarding stockholder action by written consent. A more detailed description of the Written Consent Amendment was set forth in Cadence's Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on March 21, 2024 (the "Proxy Statement"), under the heading "Proposal 4: Approval and Adoption of the Amendment of the Restated Certificate of Incorporation Regarding Stockholder Action by Written Consent" and is incorporated herein by reference. The foregoing summary and the summary set forth in the Proxy Statement do not purport to be a complete description of the Written Consent Amendment. They are qualified in their entirety by reference to the text of the Written Consent Amendment, which is set forth in Appendix C to the Proxy Statement. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b)(e) Departing Officer Effective May 6, 2024, Neil Zaman will no longer serve as Senior Vice President of Worldwide Field Operations and Chief Revenue Officer of Cadence. Cadence has entered into a Transition and Release Agreement with Mr. Zaman. During the transition period through May 12, 2025, Mr. Zaman will serve as a Senior Advisor and will provide services and support to Cadence. Und

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At the 2024 Annual Meeting, Cadence stockholders voted on the following proposals, which are described in detail in the Proxy Statement. 1. A proposal to elect the nine directors named in the Proxy Statement to serve until the 2025 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 nine director nominees named in the Proxy Statement was elected as set forth below: Nominee For Against Abstain Broker Non-Votes Mark W. Adams 215,806,166 6,084,152 393,635 18,764,157 Ita Brennan 216,768,980 4,034,604 1,480,369 18,764,157 Lewis Chew 218,910,263 2,998,450 375,240 18,764,157 Anirudh Devgan 220,895,497 1,042,998 345,458 18,764,157 ML Krakauer 215,835,703 6,050,243 398,007 18,764,157 Julia Liuson 212,309,538 9,596,870 377,545 18,764,157 Dr. James D. Plummer 213,429,845 8,295,649 558,459 18,764,157 Dr. Alberto Sangiovanni-Vincentelli 211,977,204 9,954,466 352,283 18,764,157 Young K. Sohn 220,461,486 1,442,530 379,937 18,764,157 2. A proposal to approve the amendment and restatement of the Amended and Restated ESPP. This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 221,740,802 155,359 387,792 18,764,157 3. A proposal to approve the amendment of the Charter to limit monetary liability of certain officers as permitted by law. This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 190,420,427 31,419,079 444,447 18,764,157 4. A proposal to approve the amendment of the Charter regarding stockholder action by written consent. This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 148,359,101 73,278,652 646,200 18,764,157 5. An advisory resolution to approve named executive officer compensation. This proposal was approved as set forth below: For Against Abstain B

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 3.1 Restated Certificate of Incorporation of Cadence Design Systems, Inc. , effective May 3 , 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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, 2024 CADENCE DESIGN SYSTEMS, INC. By: /s/ Karna Nisewaner Karna Nisewaner General Counsel and Corporate Secretary

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