Good morning, and welcome to Synopsys' 2026 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 continued support of our company. Before turning to the formal items of business for the meeting, I would first like to introduce our board members and executive officers with us today.
Joining us at the meeting are our board members, Sassine Ghazi, our President and Chief Executive Officer, Janice Chaffin, Bruce Chizen, Mercedes Johnson, Robert Painter, Jeannine Sargent, John Schwarz, Peter Shimer, and Ravi Vijayaraghavan. 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 Janet Lee, 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. Janet Lee 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 Janet.
Thank you, Aart, and welcome everyone. It is 8:01 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. Then, we will conduct the official business of the meeting, which is to vote on management's 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 a question about these proposals that are not answered by our 2026 proxy statement, please ask it in the space provided on the virtual meeting webpage. We are not planning to answer any question that is substantially covered in the proxy statement or that is unrelated to the business of today's meeting.
We want to answer questions from as many stockholders as possible, so we will limit each stockholder to one question with one topic per question. We will summarize questions from multiple stockholders that are on the same topic or are otherwise related and answer them together. After the vote, I'll 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 Pawley of American Election Services to serve as our Inspector of Election and to tally the votes. Ms. Pawley 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 17th, 2026, the record date for this meeting, are entitled to vote. I've been informed by Ms. Pawley that we have represented in person or by proxy 163,586,092 shares out of a total of 191,561,935 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, and 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 19th, 2026, 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 haven't voted yet, or if 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 8:04 A.M. Pacific Time. The polls are now open for voting on the five matters to be considered at this meeting as set forth in our 2026 proxy statement, which are as follows. The first proposal is to re-elect 10 directors nominated by our Board of Directors to serve until our next annual meeting of stockholders and 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 and restated equity incentive plan in order to, among other items, include our non-employee directors as persons eligible to receive awards under the plan. The board recommends that you vote for this proposal. The third proposal is to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement.
The board recommends you vote for this proposal. The fourth proposal is to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31st, 2026. The board recommends you vote for this proposal. The fifth proposal is a stockholder proposal regarding stockholders' rights to act by written consent, 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 is now open. Please go ahead.
Hello, this is John Chevedden. Proposal 5, shareholder right to act by written consent. Shareholders request the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders are entitled to vote thereon were present at voting.
The Synopsys opposition to this proposal starts off by poisoning its own well on credibility. It states that extensive engagement with Synopsys shareholders resulted in Synopsys adopting a 15% stock ownership threshold for shareholders to call for a special shareholder meeting. Synopsys completely left out the fact that the 15% figure adopted by Synopsys is not really 15%, because all Synopsys shareholders who do not own their shares for a full year are completely disqualified from calling for a special shareholder meeting.
Thus, from the remaining pool of Synopsys shareholders, 25% of shares could be required in order to make up the required 15% of all outstanding Synopsys shares that are required to call for a special shareholder meeting. The fact that Synopsys is bragging about shareholder engagement based on obscuring relevant information stains any Synopsys claim of genuine shareholder engagement. Synopsys also fails to understand that written consent, the topic of this proposal, is structured only for issues that have overwhelming shareholder support.
Written consent is a shareholder right that requires the formal backing of a majority of all Synopsys shares outstanding. This majority support requirement in reality is much more than majority support because it is not economically possible to contact a significant percent of Synopsys shares to get their formal backing. Thus, for an issue to still get majority support based on all Synopsys shares outstanding under written consent, it could need 70% support from the Synopsys shares that it is economically possible to reach.
Yet Synopsys incorrectly leaves the impression that written consent gives too much influence to a minority. The only role for a minority with written consent is to find an issue that has a good chance of obtaining 70% Synopsys shareholder support. Unless there is 70% Synopsys shareholder support, an issue fails. Janice Chaffin, Chair of the Synopsys Governance Committee, is ultimately responsible for Synopsys appearing to be ignorant of what a shareholder right to act by written consent is about. Please vote yes, Shareholder right to act by written consent, Proposal 5.
Thank you, Mr. Chevedden. As set forth in our proxy statement, the board recommends that the 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 are 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 at 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 I will now announce the preliminary results. The first matter considered at this meeting is the election of 10 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 10 nominees standing for election are Aart de Geus, Sassine Ghazi, Janice Chaffin, Bruce Chizen, Mercedes Johnson, Robert Painter, Jeannine Sargent, John Schwarz, Peter Shimer, and Ravi Vijayaraghavan. 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 10 director nominees have been reelected 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 amended and restated equity incentive plan. All votes have been cast on this matter. Based on the preliminary results from our Inspector of Election, Synopsys' amended and restated equity incentive plan has been approved.
The third 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 fourth matter considered is the ratification of the selection of KPMG LLP as Synopsys' independent registered public accounting firm for the fiscal year ending October 31st, 2026. 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 31st, 2026, has been approved.
The fifth and final matter considered is the stockholder proposal regarding stockholders' right to act by written consent. All votes have been cast on this matter. Based on the preliminary results received from our Inspector of Election, the stockholder proposal regarding stockholders' right to act by written consent 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 22nd. This concludes the formal business of the meeting. It is 8:14 A.M. Pacific Time, and I hereby declare the meeting adjourned. Thank you for your attendance at today's meeting.
Once again, this meeting has now concluded. You may now disconnect.