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Get filing alertsSynopsys stockholders approve expanded equity plan, adding non-employee directors
Filed April 20, 2026 · Period ending April 16, 2026 · ~1 min read
Key Changes
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Stockholders approved amended equity incentive plan that expands eligibility to include non-employee directors, who were previously excluded from receiving equity awards under the plan.
Item 5.07 verify on EDGAR → -
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All ten director nominees elected to board with majority support; lowest approval was 91% for Janice D. Chaffin.
Item 5.07 verify on EDGAR → -
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Executive compensation approved in advisory vote with 91% support, indicating stockholder satisfaction with management pay practices.
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KPMG LLP ratified as independent auditor for fiscal 2026 with 92% approval, maintaining continuity in external audit relationship.
Item 5.07 verify on EDGAR →
Summary
Synopsys held its annual stockholder meeting on April 16, 2026, with 85% of outstanding shares represented. The most significant outcome was approval of an amended equity incentive plan that now includes non-employee directors as eligible participants—a change from the prior plan that excluded them. The amendment had previously received Board and Compensation Committee approval, subject to stockholder ratification, which passed with 97% support.
For retail investors, this change means the company can now use equity to compensate and retain board members, potentially increasing share dilution but also aligning director interests more closely with stockholders. The strong approval ratings across all proposals—including 91% for executive compensation and 92% for auditor ratification—suggest general stockholder satisfaction with governance and management. Watch for the company's next proxy statement to see how the expanded equity plan affects total compensation costs and dilution levels, particularly regarding the size and frequency of director equity grants under the new structure.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
The Board of Directors and its Compensation Committee had previously approved the amended plan, contingent on stockholder approval. This stockholder vote at the annual meeting satisfied that condition, making the plan effective.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Annual meeting held April 16, 2026: 10 directors elected, equity plan approved, executive compensation approved, auditor ratified.
Added in current filing · verify on EDGAR →
Synopsys’ stockholders approved the Equity Incentive Plan. The Equity Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Stockholders approved a new equity incentive plan with approximately 97% of votes cast in favor. This plan will govern future equity compensation for employees and executives.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
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 held its annual stockholder meeting on April 16, 2026, with approximately 85% of outstanding shares represented. Five proposals were voted on, including director elections, equity plan approval, and auditor ratification.
Added in current filing · verify on EDGAR →
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.
All ten director nominees were elected to the board, including CEO Aart J. de Geus and Chairman John G. Schwarz. All directors received majority support, with the lowest approval being Janice D. Chaffin at approximately 91% of votes cast.
Added in current filing · verify on EDGAR →
Synopsys’ stockholders approved, on an advisory basis, the compensation of Synopsys’ named executive officers as disclosed in the Proxy Statement.
In a non-binding say-on-pay vote, approximately 91% of votes cast supported the executive compensation program. This indicates general stockholder approval of management compensation practices.
Event · Item 9.01 — Financial Statements and Exhibits
Synopsys filed an 8-K to attach its Amended and Restated Equity Incentive Plan as an exhibit.
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Amended and Restated Equity Incentive Plan
The company has filed an amended and restated version of its equity incentive plan. This is a routine procedural filing that typically reflects shareholder approval of plan updates, such as changes to share reserves, eligibility, or award terms. Without the full exhibit text, the specific amendments are not disclosed in the 8-K body itself.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify