SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 3, 2021
(Exact name of Registrant as specified in charter)
(State or other jurisdiction
690 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 584-5000
(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 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
Name of each exchange
on which registered
(par value of $0.01 per share)
|SNPS||Nasdaq Global Select Market|
Emerging growth company ☐
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Executive Incentive Plan
On December 3, 2021, the Compensation and Organizational Development Committee (the “Committee”) of the Board of Directors (the “Board”) of Synopsys, Inc. (the “Company”) approved an amendment and restatement of the Company’s Executive Incentive Plan (the “EIP” and, as amended, the “Amended EIP”), which provides for cash incentive awards and is applicable to officers of the Company as such term is defined in Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as amended. The EIP was amended and restated to, among other things, provide that the Committee may determine the performance goals and payout formula for each performance period based on one or more of the performance criteria and/or factors set forth in the Amended EIP and to eliminate certain references to Section 162(m) of the Internal Revenue Code of 1986, as amended, which are no longer applicable. The maximum amount payable to an officer under the Amended EIP in respect of any performance period is 225% of the covered officer’s target award for such period, subject to a $4,000,000 per fiscal year maximum limit.
The foregoing summary of the Amended EIP does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended EIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Financial Statements and Exhibits.
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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: December 6, 2021||By:|
/s/ JOHN F. RUNKEL, JR.
|John F. Runkel, Jr.|
|General Counsel and Corporate Secretary|