SYNOPSYS INC
Items (3)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Approval of Amended and Restated Equity Incentive Plan At the 2026 Annual Meeting of Stockholders (the “ Annual Meeting”) of Synopsys, Inc. (“ Synopsys”) held on April 16, 2026, Synopsys’ stockholders approved Synopsys’ Amended and Restated Equity Incentive Plan (the “ Equity Incentive Plan”), in order to, among other things, include Synopsys’ non-employeedirectors as persons eligible to receive awards under the Equity Incentive Plan. Synopsys’ Board of Directors (the “ Board”) and the Compensation and Organizational Development Committee of the Board previously approved the Equity Incentive Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Equity Incentive Plan. A summary of the Equity Incentive Plan is set forth in Proposal 2 to Synopsys’ definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on February 19, 2026 (the “ Proxy Statement”), which summary is incorporated by reference herein. The above summary and description of the Equity Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the Equity Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form8-Kand is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders. (a)(b) Annual Meeting Results As described in Item 5.02(e) above, Synopsys held its Annual Meeting on April 16, 2026. As of the record date of February 17, 2026, 191,561,935 shares of Synopsys common stock were outstanding and entitled to vote at the Annual Meeting. A total of 163,586,092 shares of Synopsys common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting. Synopsys’ stockholders voted on five proposals at the Annual Meeting. The proposals are further described in the Proxy Statement. The final results of the votes regarding each proposal are set forth below. Proposal 1: Synopsys’ stockholders elected ten directors to the Board, to serve until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal. The voting results regarding this proposal are set forth below: ───────────────────────────────────────────────────────────────────────────────────── Aart J. de Geus 143,736,985 3,465,990 269,631 16,113,486 John G. Schwarz 142,864,302 4,455,755 152,549 16,113,486 Sassine Ghazi 145,900,556 1,457,941 114,109 16,113,486 Janice D. Chaffin 133,355,694 13,892,054 224,858 16,113,486 Bruce R. Chizen 139,133,965 8,183,271 155,370 16,113,486 Mercedes Johnson 145,332,055 1,987,370 153,181 16,113,486 Robert G. Painter 142,710,751 4,604,391 157,464 16,113,486 Jeannine P. Sargent 143,497,171 3,660,226 315,209 16,113,486 Peter A. Shimer 145,111,785 2,201,185 159,636 16,113,486 Ravi Vijayaraghavan 143,640,730 3,603,418 228,458 16,113,486 Proposal 2: As described in Item 5.02(e) above, Synopsys’ stockholders approved the Equity Incentive Plan. The Equity Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form8-K. The voting results regarding this proposal are set forth below: For: 143,264,153 Against: 4,027,288 Abstain: 181,165 Broker Non-Votes: 16,113,486 Proposal 3: Synopsys’ stockholders approved, on an advisory basis, the compensation of Synopsys’ named executive officers as disclosed in the Proxy Statement. The voting results regarding this proposal are set forth below: For: 134,772,793 Against: 12,509,153 Abstain: 190,660 Broker Non-Votes: 16,113,486 Proposal 4: Synopsys’ stockholders ratified the selection of KPMG LLP as Synopsys’ independent registered public accounting firm for the fiscal year ending October 31, 2026. The voting results regarding this proposal are set forth below: For: 150,960,889 Against: 12,242,955 Abstain: 382,248 Broker Non-Votes: — Proposal 5: Synopsys’ stockholders did not approve the stockholder proposal regarding stockholders’ right to act by written consent. The voting results regarding this proposal are set forth below: For: 59,013,869 Against: 88,134,590 Abstain: 324,147 Broker Non-Votes: 16,113,486
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────────────── 10.1 Amended and Restated Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. SYNOPSYS, INC. Dated: April 20, 2026 By: / S / J ANET L EE Janet Lee General Counsel and Corporate Secretary