SYNOPSYS INC DEF 14A Filing

Ticker: SNPS · Form: DEF 14A · Filed: 2025-02-14T00:00:00.000Z

Sentiment: neutral

Filing Stats: 4,514 words · 18 min read · ~15 pages · Grade level 13.8 · Accepted 2025-02-14 16:29:57

Key Financial Figures

Filing Documents

Executive Compensation Tables

Executive Compensation Tables 84 Pay Ratio Disclosure 94 Pay Versus Performance Disclosure 95 Equity Compensation Plan Information 99 Audit Matters 100 PROPOSAL 5 — Ratification of Selection of Independent Registered Public Accounting Firm 100 Fees and Servic e s of Independent Registered Public Accounting Firm 100 Audit Committee Pre-Approval Policies and Procedures 101 Audit Committee Report 101 Stockholder Proposal 103 PROPOSAL 6 — S hareholder Ratification of Golden Parachutes 103

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 106 Additional Information 108 About the Annual Meeting 108 Stockholder Information 112

Forward-Looking Statements

Forward-Looking Statements 113 Information Referenced in this Proxy Statement 113 Other Matters 113 Appendices 114 Appendix A 114 Appendix B 131 Appe ndix C 137 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 November 2, 2024 (2024 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 it is in the best interests of Synopsys and our stockholders for each of the nine director nominees to continue as a Synopsys director because each nominee possesses 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 12 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 1,600,000 shares, (ii) conform the 2006 Employee Plan to our non-GAAP financial measures practices and compensation recovery policy, as currently effective, (iii) remove certain references to Section 162(m) of the Internal R

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