Hello, and welcome to the Cadence Design Systems 2024 Annual Meeting of Stockholders. All lines have been placed on mute. The use of recording devices during the meeting is prohibited. It is now my pleasure to turn today's meeting over to Karna Nisewaner, General Counsel and Corporate Secretary of Cadence. Ms. Nisewaner, the floor is yours.
Good afternoon, and welcome. I am Karna Nisewaner, General Counsel and Corporate Secretary of Cadence. On behalf of our board of directors and our 11,000+ employees around the world, I would like to welcome you to Cadence's 2024 Annual Meeting of Stockholders. ML Krakauer, our Board Chair, will chair this meeting, and I will act as secretary. We are holding Cadence's 2024 Annual Meeting today in a virtual live audio webcast format. Please bear with us if we have any technical glitches or delays during the meeting. We thank everyone who is in attendance today. We are conducting this meeting in accordance with our bylaws and the meeting rules of conduct. The rules of conduct, annual report, proxy statement, and agenda for the meeting are all available on the meeting website. Now, I'd like to introduce you to our board nominees, who are with us virtually.
They are Mark Adams, Ida Brennan, Louis Chiu, Anirudh Devgan, ML Krakauer, Julia Liuson, James Plummer, Alberto Sangiovanni-Vincentelli, and Yang Sun. Also in attendance is Christian Guzmar, a representative of PricewaterhouseCoopers, Cadence's independent auditor. As a reminder, stockholders attending the virtual meeting can vote their shares or change their votes online from now through the closing of the polls by logging into the meeting website as a stockholder and clicking the link provided on their screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed and no further action is required. In order to log into as a registered stockholder, you will need to input the 15-digit control number that you received from Computershare with your proxy materials.
In order to log in as a beneficial stockholder, you'll need to input the control number provided to you by your broker's proxy distributor, likely in a communication from either proxyvote.com or proxypush.com. Alternatively, a beneficial holder could have obtained a control number from Computershare by submitting a legal proxy from your broker, all as described on pages 95 and 96 of the proxy statement. We will begin by attending to the formal business of the meeting. After the meeting is adjourned, and to the extent time and format permits, we will conclude with a general question-and-answer session. Participants who are logged into the meeting website as stockholders will be able to submit questions online for the general Q&A session by clicking on the Q&A icon on the right side of the screen.
I now call your attention to the rules of conduct for today's meeting, which can be accessed by clicking on the documents icon on the right side of the screen. In order to conduct an orderly meeting, we ask that you abide by these rules. Now, at the request of the chair of this meeting and our board, I will conduct the business portion of this meeting. The 2024 Annual Meeting of the Cadence Stockholders will now come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement.
A list of the holders of record of Cadence's common stock as of the close of business on March 4th, 2024, which is the record date set for this meeting, has been available for inspection by stockholders at our corporate headquarters for the 10 days prior to this meeting. I also have affidavits certifying that as of March 21st, 2024, notices of this meeting and internet availability of proxy materials were deposited in the U.S. mail to the stockholders as of the record date, in accordance with SEC rules and Delaware law. A representative from Computershare, who will be acting as the inspector of election for this meeting, is also in attendance and has taken his customary oath. I now ask the inspector of elections to advise whether a quorum has been reached for this meeting.
We have present in person or by proxy, shares representing approximately 88% of Cadence outstanding common stock, which constitutes a quorum for the conduct of business.
As I indicated in the meeting introduction, the polls are open for voting on all matters to be presented and will be closed after we go through all of the matters up for vote. After the business of this meeting is concluded and the meeting has adjourned, a question and answer session will follow to address questions that have been submitted to the company during the meeting. The first order of business is the election of directors, as described beginning on page 20 of the proxy statement. The board recommends the election of the following individuals: Mark Adams, Ida Brennan, Louis Chiu, Anirudh Devgan, ML Krakauer, Julia Liuson, James Plummer, Alberto Sangiovanni-Vincentelli, and Yang Sun. In accordance with Cadence's bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors.
No such notice was received. The second item of business is an amendment and restatement to the employee stock purchase plan to increase the number of shares of common stock reserved for issuance. This proposal is discussed beginning on page 30 of the proxy statement. The board recommends stockholders vote in favor of this proposal. The third item of business is the approval and adoption of the amendment of the restated certificate of the corporation to limit the monetary liability of certain officers as permitted by law. This proposal is discussed beginning on page 36 of the proxy statement. The board recommends stockholders vote in favor of this proposal. The fourth item of business is the approval and adoption of the amendment of the restated certificate of incorporation regarding stockholders' action by written consent. This proposal is discussed beginning on page 38 of the proxy statement.
The board recommends stockholders vote in favor of this proposal. The fifth item of business is the approval of the following advisory resolution. Resolved, that the compensation paid to Cadence's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the Exchange Act, including the compensation discussion and analysis, compensation tables, and narrative discussion in the proxy statement, is hereby approved. This proposal is discussed beginning on page 40 of the proxy statement. The board recommends stockholders vote in favor of this proposal. The sixth item of business is the ratification of the selection of PricewaterhouseCoopers, LLP, as Cadence's independent registered public accounting firm for the fiscal year ending December 31, 2024, as described beginning on page 41 of the proxy statement. The board recommends a vote in favor of this proposal.
The seventh and last item of business is the stockholder proposal submitted by John Chevedden regarding votes on the golden parachute. In accordance with the meeting rules of conduct, Mr. Chevedden will now have four minutes to present his proposal. Operator, please connect Mr. Chevedden.
7, shareholder opportunity to vote on excessive golden parachutes. Shareholders request that the board of directors adopt a policy to seek shareholder approval of senior managers' new or renewed pay packages that provide for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to named executive officers. The board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon. Generous performance-based pay can sometimes be justified, but shareholder ratification of golden parachutes better aligns management pay with shareholder interests. Currently, there is no limit to the amount of golden parachutes in the form of equity pay for Cadence Design Systems executives.
This could result in Cadence Design executives being distracted from their primary responsibilities by repeatedly looking for business combinations that could trigger an almost instant golden parachute. This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal, the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal, the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes. This proposal places no limit on long-term equity pay or any other type pay. This proposal, thus, has no impact on the ability to attract executive talent or discourage use of long-term equity pay because it places no limit on golden parachutes.
This simply requires that extra large parachutes be subject to non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay does not have a separate section for approving or rejecting golden parachutes. Please vote yes. Shareholder opportunity to vote on excessive golden parachutes, Proposal Seven.
Thank you. Operator, please re-mute Mr. Chevedden's line. As stated in our proxy statement, after careful review and for the reasons set forth on pages 45 and 46 of our proxy statement, our board recommends a vote against Proposal 7, because it is not in the best interest of Cadence or its stockholders. That concludes the matters to be voted on, as outlined in the notice of the annual meeting. I propose that the foregoing matters be put to a vote at this meeting. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided on the meeting website. Any stockholder who has already voted and does not want to change their vote need not take any further action. Will the common stockholders and proxies please conclude their voting?
It is now 1:12 P.M., Pacific Time, on May 2nd, 2024, and every stockholder has had the opportunity to vote. As of this date and time, which shall be recorded in the minutes and in accordance with our bylaws, I hereby declare the polls for online voting at our 2024 annual meeting closed. The inspector of election will complete his tabulation of the voting results after the close of this meeting. I now turn the call over to the inspector of elections to announce the preliminary results of the voting.
...Based on the preliminary review of the votes cast, each person nominated as director has been elected. The amendment and restatement of the employee stock purchase plan has been approved. The amendment of the restated certificate of incorporation to limit the monetary liability of certain officers, as permitted by law, has been approved and adopted. The amendment of the restated certificate of incorporation regarding stockholder action by written consent has been approved and adopted. The advisory resolution to approve named executive officer compensation has been approved. The proposal to ratify the appointment of PricewaterhouseCoopers has been approved, and the stockholder proposal regarding votes on golden parachutes has not been approved.
The final count with respect to the matters voted on today will be reported on a Form 8-K, as required by the SEC. This concludes the 2024 annual meeting of Cadence stockholders. Again, on behalf of the entire Cadence board and management team, I would like to express our gratitude to all of our stockholders for their continued support. This meeting is adjourned. It is my pleasure to now begin the Q&A session. Before I do, I will go through the Safe Harbor Statement and Regulation G reconciliation announcement. The Q&A session, including any responses provided after the meeting on the investor relations website, may contain forward-looking statements, and Cadence's actual results may differ materially from those expectations discussed here.
Additional information concerning factors that could cause such a difference can be found in our recent reports on Form 10-K and 10-Q, in our future filings with the SEC, and the cautionary statements regarding forward-looking statements in our recent earnings press release. Today's Q&A session, including any responses provided after the meeting on the investor relations website, may also contain certain non-GAAP financial measures. You are encouraged to review the reconciliation of any such non-GAAP financial measures with their most direct comparable GAAP financial results, which can be found on the investor relations page of our website. Just a reminder on process, you may submit up to two questions by clicking on the Q&A icon at the right of the meeting screen. Questions should be relevant to the business of the meeting.
We have no questions relevant to the business of the meeting from our stockholders, so that concludes the question and answer portion of the meeting. I want to close by thanking everyone who participated in the virtual meeting. On behalf of the board of directors and employees of Cadence, thank you for your interest in and support of our company.
Thank you for participating in Cadence's 2024 annual meeting of stockholders. The webcast will now end, and you may disconnect.