Good morning, and welcome to Synopsys 2025 Annual Meeting of Stockholders. I am Aart de Geus, Executive Chair of the Board of Directors of Synopsys. Thank you for attending today's meeting and for your continued support of our company. Before turning to the formal items of business for the meeting, I would like first to introduce our board members and executive officers with us today. Joining us at the meeting are board members Sassine Ghazi, our President and Chief Executive Officer; Luis von Ahn; Janice Chaffin; Bruce Chizen; Mercedes Johnson; Robert Painter; Janine Sargent; and John Schwarz. Each of them, along with myself, are standing for re-election at today's annual meeting. Also attending today's meeting are Shelagh Glaser, our Chief Financial Officer, and Rick Runkel, our General Counsel and Corporate Secretary.
In addition, a representative of American Election Services, our Inspector of Election, and representatives of KPMG, our independent registered public accounting firm, are present at today's meeting. Rick Runkle will facilitate today's meeting and take the minutes. We will now move forward with the formal items of business, and I will turn the meeting over to Rick.
Thank you, Aart, and welcome everyone. It's 8:02 A.M. Pacific Time, and I call this meeting to order. I will briefly go over today's meeting agenda. First, I will confirm a quorum and report on the mailing with respect to this meeting. Next, we will conduct the official business of the meeting, which is the vote on management proposals contained in our proxy statement, as well as a stockholder proposal. After the matters are presented, we will open up the floor for a brief question-and-answer session. If you have any questions about these proposals, please enter them in the space provided on the virtual meeting webpage. Before asking a question, we invite you to refer to our 2025 proxy statement, which contains information about the proposals on today's agenda. To allow us to answer questions from as many stockholders as possible, we will limit each stockholder to one question.
Questions should be limited to one topic per question. We will summarize questions from multiple stockholders that are on the same topic or otherwise related and answer them together. We are not planning to answer any question that is unrelated to the business of today's meeting or that is substantially covered in the proxy statement. After the vote, I will adjourn the meeting. We ask that you refer to the rules of conduct for this meeting, which are available on the virtual meeting webpage. We have appointed Crystal Pauly of American Election Services to serve as our Inspector of Election and to tally the votes. Ms. Pauly has taken an oath of office agreeing to fairly and impartially perform this duty. We will file the oath with the records of this meeting. The annual meeting is being held in accordance with Synopsys' bylaws and Delaware law.
Only stockholders of record on February 10, 2025, the record date for this meeting, are entitled to vote. I have been informed by Ms. Pauly that we have represented in person or by proxy 138,594,429 shares out of a total of 154,619,236 shares of Synopsys Common Stock outstanding on the record date, which constitutes more than a majority of the outstanding voting shares. A quorum is therefore present. Therefore, this meeting is authorized to transact business. I have also received an affidavit of mailing from Broadridge Financial Solutions, Synopsys' investor communications agent, certifying as to the giving of notice of this meeting and commencing on February 14, 2025, sending the notice of internet availability of proxy materials to stockholders of record as of the record date.
If you have already sent in your proxy card or voted by internet or telephone, you do not need to vote at today's meeting unless you would like to change your vote. If you are a stockholder as of the record date and have not voted yet, or you would like to change your vote, you may do so by clicking on the voting button on the meeting webpage and following the outlined instructions. It is 8:05 A.M. Pacific Time. The polls are now open for voting on the six matters to be considered at this meeting as set forth in our 2025 proxy statement, which are as follows. The first proposal is to re-elect nine directors nominated by the board of directors to serve until our next annual meeting of stockholders or until their successors have been duly elected and qualified unless sooner displaced.
The board recommends that you vote for each of the nominees. The second proposal is to approve our amended 2006 Employee Equity Incentive Plan in order to, among other items, increase the number of shares available for issuance under the plan by 1,600,000 shares. The board recommends you vote for this proposal. The third proposal is to approve our amended Employee Stock Purchase Plan in order to, among other items, increase the number of shares available for issuance under the plan by 2,200,000 shares. The board recommends you vote for this proposal. The fourth proposal is to approve on an advisory basis the compensation of named executive officers as disclosed in the proxy statement. The board recommends you vote for this proposal. The fifth proposal is to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2025.
The board recommends you vote for this proposal. The sixth proposal is a stockholder proposal regarding shareholder ratification of Golden Parachutes submitted by Mr. John Chevedden. Operator, will you please open the line for Mr. Chevedden so he can present the proposal?
Mr. Chevedden, your line.
Mr. Chevedden, your line is now open. Please go ahead.
Hello, this is John Chevedden. Proposal Six: Stockholder ratification of Golden Parachutes. Stockholders request that the board seek stockholder approval of any senior manager's new or renewed pay package that provides for severance or termination 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 the named executive officers. The board shall retain the option to seek stockholder approval after material terms are agreed upon. This proposal is relevant even if there are current Golden Parachute limits. The 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 of pay. This proposal thus has no impact on the ability to attract executive talent. It does not discourage the use of long-term equity pay because it places no limit on Golden Parachutes. It simply requires that overly rich Golden Parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting Golden Parachutes. This proposal topic also received between 51% and 65% support at FedEx, Spirit AeroSystems, Alaska Air, and Fiserv. Please vote yes to shareholder ratification of Golden Parachutes proposal six.
Thank you, Mr. Chevedden. As set forth in our proxy statement, the board recommends that stockholders vote against this proposal. We will now pause for a moment to see if there are questions regarding the matters to be considered during this meeting. We have received a few questions from stockholders this morning, all of which are either addressed in our proxy statement or not pertinent to the matters being considered at this meeting. As such, we will not be addressing those questions today. The polls are about to close, so please vote if you have not already done so. I hereby declare the polls for voting on the matters before this meeting closed as of 8:10 A.M. Pacific Time. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. The proxies and ballots will be tabulated by the Inspector of Election.
The Inspector of Election has delivered her preliminary report to me on each of the proposals before this meeting, and now I will announce the preliminary results. The first matter considered at this meeting is the election of nine directors to serve until the next annual meeting of stockholders and until their successors have been duly elected and qualified unless sooner displaced. As set forth in the proxy statement, the nine nominees standing for election are Aart de Geus, Sassine Ghazi, Luis von Ahn, Janice Chafen, Bruce Chizen, Mercedes Johnson, Robert Painter, Janine Sargent, and John Schwarz. No other nominations were received prior to the deadline for submission as set forth in Synopsys' bylaws. Therefore, no additional nominations may be made at this meeting. All votes have been cast in the election of the directors.
Based on the preliminary results from our Inspector of Election, each of the nine director nominees has been re-elected to serve as a director of Synopsys until the next annual meeting of stockholders and until his or her successor has been elected and qualified. The second matter considered is the approval of our 2006 Employee Equity Incentive Plan as amended. All votes have been cast on this matter. Based on the preliminary results from our Inspector of Election, Synopsys' amended 2006 Employee Equity Incentive Plan has been approved. The third matter considered is the approval of our Employee Stock Purchase Plan as amended. All votes have been cast on this matter. Based on the preliminary results from our Inspector of Election, Synopsys' amended Employee Stock Purchase Plan has been approved.
The fourth matter considered is the approval on an advisory basis of the compensation of our named executive officers as disclosed in the proxy statement. All votes have been cast on this matter. Based on the preliminary results from our Inspector of Election, the compensation of Synopsys' named executive officers as disclosed in the proxy statement has been approved on an advisory basis. The fifth matter considered is the ratification of the selection of KPMG LLP as Synopsys' independent registered public accounting firm for the fiscal year ending October 31, 2025. All votes have been cast on this matter. Based on the preliminary results received from our Inspector of Election, the appointment of KPMG as Synopsys' independent registered public accounting firm for the fiscal year ending October 31, 2025 has been approved. The sixth and final matter considered is the stockholder proposal regarding shareholder ratification of Golden Parachutes.
All votes have been cast on this matter. Based on the preliminary results received from our Inspector of Election, the stockholder proposal regarding shareholder ratification of Golden Parachutes has not been approved. Please note these are preliminary results only, and the final tally of votes will be reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission by April 16. This concludes the formal business of the meeting. It is 8:17 A.M. Pacific Time, and I hereby declare the meeting adjourned. Thank you for your attendance at today's meeting.
The Synopsys 2025 annual meeting of stockholders has now concluded. Thank you for joining. You may now disconnect.
The host has ended this call. Goodbye.