NASDAQ: SNPS SYNOPSYS INC 8-K

Synopsys strikes deal with activist Elliott, adds Jesse Cohn to board

Filed May 27, 2026 · Period ending May 26, 2026 · ~1 min read

Key Changes

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Synopsys entered cooperation agreement with Elliott Investment Management, appointing Elliott's Jesse Cohn to the board effective June 1, 2026, avoiding a potential proxy fight with the prominent activist investor.

Item 1.01 verify on EDGAR →
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Cohn will serve on the Corporate Governance and Nominating Committee and be nominated for re-election in 2027, giving Elliott direct influence over board composition and governance decisions.

Item 1.01 verify on EDGAR →
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Elliott agreed to cap ownership at 4.9% beneficial and 7.5% economic exposure, with standstill restrictions lasting at least one year or until Cohn leaves the board, whichever is later.

Item 1.01 verify on EDGAR →
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If Cohn departs and Elliott maintains at least 1.5% ownership, Elliott retains the right to negotiate a replacement director, ensuring continued board representation during the cooperation period.

Item 1.01 verify on EDGAR →
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Cohn will receive standard non-employee director compensation and indemnification as outlined in Synopsys' February 2026 proxy statement.

Item 5.02 verify on EDGAR →

Summary

Synopsys has reached a settlement with Elliott Investment Management, one of the most influential activist investors in technology. Rather than face a potential proxy contest, the company agreed to expand its board and appoint Jesse Cohn, a senior Elliott portfolio manager, effective June 1, 2026.

Cohn will also join the Corporate Governance and Nominating Committee, positioning Elliott to influence future board composition and strategic decisions. The cooperation agreement includes mutual protections: Elliott caps its stake at 4.9% beneficial ownership and agrees to standstill restrictions for at least one year, while Synopsys commits to nominating Cohn for re-election in 2027.

If Elliott maintains at least 1.5% ownership and Cohn departs early, the firm retains rights to a replacement director. These terms suggest Elliott has taken a meaningful stake and negotiated influence without seeking control. Retail investors should watch for strategic announcements in coming quarters. Elliott typically pushes for operational improvements, capital allocation changes, or strategic alternatives. The next earnings call and 2027 proxy statement will reveal whether this partnership drives margin expansion, increased buybacks, portfolio optimization, or other shareholder-friendly initiatives that Elliott is known for advocating.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~500 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

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Added Cooperation Agreement with Elliott high

Added in current filing · verify on EDGAR →

On May 26, 2026, Synopsys, Inc. (“Synopsys”) entered into a Cooperation Agreement (the “Agreement”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”).

Synopsys entered into a formal cooperation agreement with Elliott Investment Management, a prominent activist investor. This agreement establishes terms for Elliott's board representation and ownership limits, suggesting Elliott has taken a significant stake and negotiated board influence rather than pursuing a proxy contest.

Added Board expansion and Jesse Cohn appointment high

Added in current filing · verify on EDGAR →

Pursuant to the Agreement, the Board of Directors of Synopsys (the “Board”) agreed to increase the size of the Board by one, appoint Jesse Cohn to the Board, effective as of June 1, 2026 (the “Effective Date”), with an initial term expiring at Synopsys’ 2027 annual meeting of stockholders (the “2027 Annual Meeting”). The Board also agreed to appoint Mr. Cohn to the Corporate Governance and Nominating Committee of the Board and include Mr. Cohn in Synopsys’ slate of nominees for election at the 2027 Annual Meeting.

Jesse Cohn, a senior portfolio manager at Elliott, will join Synopsys' board effective June 1, 2026, and serve on the Corporate Governance and Nominating Committee. This gives Elliott direct influence over board composition and governance matters through at least the 2027 annual meeting.

Added Cooperation Period duration medium

Added in current filing · verify on EDGAR →

Absent an uncured material breach of the Agreement by Synopsys or Synopsys’ entry into certain other events as described in the Agreement (including Synopsys’ entry into certain extraordinary transactions), the standstill restrictions on Elliott will remain in effect until the later of (x) the first anniversary of the date of the Agreement and (y) ten (10) days following the first date on which Mr. Cohn (or any Replacement Director to the extent such Replacement Director is an employee of Elliott or an affiliate thereof) ceases to serve on the Board (the “Cooperation Period”).

The standstill restrictions binding Elliott last at minimum one year from May 26, 2026, or ten days after Mr. Cohn leaves the board, whichever is later. This provides Synopsys protection from hostile actions by Elliott during this period, unless Synopsys breaches the agreement or enters certain extraordinary transactions.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Show 2 minor / wording changes

Added Director appointment low

Added in current filing · verify on EDGAR →

As a non-employee director, Mr. Cohn is entitled to receive the compensation provided for under Synopsys’ non-employee director compensation program as described under the heading “Director Compensation” in Synopsys’ definitive proxy statement filed with the Securities and Exchange Commission on February 19, 2026

Synopsys appointed Mr. Cohn as a non-employee director. He will receive standard director compensation as outlined in the company's February 2026 proxy statement. The filing references Item 1.01 for additional details about the appointment circumstances, though that section is not included in this excerpt.

Added Indemnification agreement low

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Synopsys is entering into its standard form of indemnification agreement with Mr. Cohn, which requires Synopsys to indemnify Mr. Cohn against certain liabilities that may arise as a result of his status or service as a director

The company is executing a standard indemnification agreement with Mr. Cohn to protect him from certain liabilities arising from his director role. This is routine practice for new directors and uses the same form filed in July 2011.

Event · Item 7.01 — Regulation FD Disclosure

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Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

2 Added

Added Board appointment and cooperation agreement with Elliott high

Added in current filing · verify on EDGAR →

Cooperation Agreement, by and among Elliott Investment Management L.P., Elliott Associates, L.P., Elliott International, L.P. and Synopsys, Inc., dated as of May 26, 2026.

Synopsys entered into a cooperation agreement with Elliott Investment Management and its affiliates on May 26, 2026, and appointed Jesse Cohn to the Board of Directors. Elliott is a well-known activist investor, and cooperation agreements typically result from negotiations between a company and an activist shareholder to avoid a proxy contest or other confrontation. The agreement's specific terms are not disclosed in this 8-K filing itself, but the exhibit is attached.

Added Jesse Cohn Board appointment high

Added in current filing · verify on EDGAR →

Press Release dated May 27, 2026 announcing the appointment of Jesse Cohn to the Board of Directors of Synopsys, Inc.

Jesse Cohn has been appointed to Synopsys's Board of Directors. Cohn is a prominent figure at Elliott Investment Management, and his appointment signals Elliott's influence on the company's governance. Board composition changes involving activist investors can lead to strategic shifts, operational changes, or pressure for shareholder-friendly actions such as buybacks or divestitures.