Hello, and welcome to the Cadence Design Systems 2025 Annual Meeting of Stockholders. All lines have been placed on mute. The use of recording devices during this meeting is prohibited. It is now my pleasure to turn today's meeting over to Anirudh Devgan, President and CEO of Cadence. Dr. Devgan, the floor is yours.
Good afternoon and welcome. I'm Anirudh Devgan, President and CEO of Cadence. On behalf of our Board of Directors and our 12,000+ employees around the world, I would like to welcome you to Cadence's 2025 Annual Meeting of Stockholders. I will chair this meeting, and Cadence's General Counsel, Mark Taxay, will act as Secretary. I will now turn the floor over to Mr. Taxay.
Thank you, Dr. Devgan. We are holding Cadence's 2025 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 this meeting are 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, Ita Brennan, Lewis Chew, Anirudh Devgan, Moshe Gavrielov, Mary Louise Krakauer, Julia Liuson, James Plummer, Alberto Sangiovanni-Vincentelli, and Young Sohn. Also in attendance is Christian Cuzmar, a representative of PricewaterhouseCoopers, Cadence's independent auditor.
As a reminder, stakeholders attending the virtual meeting can vote their shares or change their vote online from now through the closing of the polls by logging into the meeting website as a stakeholder 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 in 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 will 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 88 and 89 of the Proxy Statement. We will begin by attending to the formal business of the meeting. After the formal business 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 a stakeholder 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 2025 Annual Meeting of Cadence's stakeholders 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 10th, 2025, which is the record date set for this meeting, has been available for inspection by stakeholders at our corporate headquarters for the last 10 days prior to this meeting. I also have affidavits certifying that as of March 25th, 2025, notices of this meeting and internet availability of proxy materials were deposited in the U.S. mail to stakeholders 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 election to advise whether quorum has been reached for this meeting.
We are present in person or by proxy. Shares representing approximately 88% of Cadence's outstanding common stock, which constitutes a quorum for the conduct of the business.
Thank you. 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 the meeting has been concluded and the meeting is adjourned, the question-and-answer session will follow to address questions that have been submitted to the company during this meeting. The first order of business is the election of directors as described on Page 17 of the Proxy Statement. The board recommends the election of the following individuals: Mark Adams, Ita Brennan, Lewis Chew, Anirudh Devgan, Moshe Gavrielov, Mary Louise Krakauer, Julia Liuson, James Plummer, Alberto Sangiovanni-Vincentelli, and Young Sohn. In accordance with Cadence's bylaws, stakeholders 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 the approval of the following advisory resolution: resolve 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 of the Proxy Statement, is hereby approved. This proposal is discussed beginning on Page 30 of the Proxy Statement. The board recommends stakeholders vote in favor of this proposal. The third 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 31st, 2025, as described beginning on Page 31 of the Proxy Statement. The board recommends a vote in favor of this proposal. The fourth and last item of business is the stockholder proposal submitted by John Chevedden regarding political spending.
In accordance with the meeting rules of conduct, Mr. Chevedden will now have four minutes to present his proposal. Operator, please connect Mr. Chevedden.
Mr. Chevedden, you are now on the line.
Hello, this is John Chevedden. Proposal four, transparency and political spending. Shareholders request that the company provide a report updated semi-annually, disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election. Monetary and non-monetary contributions and expenditures used in the manner described above, including the identity of the recipient as well as the amount paid to each, and the titles of employees responsible for decision-making. The report shall be presented to the board of directors and posted on the company website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending. Long-term Cadence shareholders support transparency and accountability in corporate election spending. A company's reputation, value, and bottom line can be adversely impacted by political spending.
The risk is especially serious when giving to trade associations, super PACs, 527 committees, and social welfare organizations, groups that routinely pass money to candidates and political causes that a company might not otherwise support. A recent poll of retail shareholders by Mason-Dixon Polling and Research found that 83% of respondents said they would have more confidence investing in corporations that have adopted reforms that provide for transparency and accountability in political spending. This proposal asks Cadence to disclose all of its election spending, including payments to trade associations and 501(c)(4) social welfare organizations, which may be used for election purposes and are otherwise undisclosed. This would bring our company in line with a growing number of leading companies, including Celanese, PPG Industries, International Paper, which present this information on their websites.
Without knowing the recipients of our company's political dollars, Cadence directors and shareholders cannot sufficiently assess whether our company's election-related spending aligns with or conflicts with its policies on climate change and sustainability or other important areas of concern. Improved Cadence political spending disclosure will protect the reputation of Cadence and preserve shareholder value. Please vote yes, transparency and political spending proposal four.
Thank you, Operator. 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 35 and 36 of our Proxy Statement, our board recommends a vote against proposal four because it is not in the best interest of Cadence or its stakeholders. That concludes the matters to be voted on as outlined in the Notice of 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 stakeholder who has already voted and does not want to change their vote need not take any action. Will the common stockholders and proxies please conclude their voting? It is now 1:10 P.M.
Pacific Time on May 8th, 2025, and every stakeholder has had the opportunity to vote. As of this date and time, we shall be recorded in the minutes, and in accordance with our bylaws, I hereby declare the polls for online voting at our 2025 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 election to announce the preliminary results of the meeting.
Based on the preliminary review of the votes cast, each person nominated as a director has been elected. 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 stakeholder proposal regarding votes on political spending has not been approved.
The final vote 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 2025 Annual Meeting of Cadence stakeholders. Again, on behalf of the entire Cadence board and management team, I would like to express our gratitude to all of our stakeholders for their continued support. This meeting is adjourned. It is my pleasure now to 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, 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 the most direct comparable GAAP financial results, which can be found on the Investor Relations page on 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.
Good afternoon. This is Mary Louise Krakauer. I'm the Chair of the Board. We do have a question, and it goes as follows. The company has in place a director resignation provision that provides the board post-election discretion to determine whether to accept or reject the resignation of an incumbent director who fails to be re-elected. Does the provision undermine the voting rights of shareholders by allowing the board to have the final say on the unelected director's status? So I would say that in the event that we were to reject the resignation, we would disclose our reasoning and rationale for doing so. We also engage with our stakeholders on this and other topics regularly. We value the input that we receive from our stakeholders and do not believe that the process undermines the voting rights of our shareholders.
We have no further questions from our stakeholders, so that concludes the question-and-answer portion of the meeting. I want to close by thanking everybody 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 2025 Annual Meeting of Stakeholders. The webcast will now end, and you may disconnect.