Management Change/Compensation - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 3, 2021

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

Delaware		000-19807		56-1546236
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

690 East Middlefield Road

Mountain View, California94043

(Address of principal executive offices)

Registrant's telephone number, including area code: (650)584-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b) underthe Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c) underthe Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (par value of $0.01 per share)		SNPS		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated Executive Incentive Plan

On December 3, 2021, the Compensation and Organizational Development Committee (the "Committee") of the Board of Directors (the "Board") of Synopsys, Inc. (the "Company") approved an amendment and restatement of the Company's Executive Incentive Plan (the "EIP" and, as amended, the "Amended EIP"), which provides for cash incentive awards and is applicable to officers of the Company as such term is defined in Rule 16a-1(f)under Section 16 of the Securities Exchange Act of 1934, as amended. The EIP was amended and restated to, among other things, provide that the Committee may determine the performance goals and payout formula for each performance period based on one or more of the performance criteria and/or factors set forth in the Amended EIP and to eliminate certain references to Section 162(m) of the Internal Revenue Code of 1986, as amended, which are no longer applicable. The maximum amount payable to an officer under the Amended EIP in respect of any performance period is 225% of the covered officer's target award for such period, subject to a $4,000,000 per fiscal year maximum limit.

The foregoing summary of the Amended EIP does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended EIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title
10.1		Executive Incentive Plan, as amended and restated on December 3, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		SYNOPSYS, INC.
Dated: December 6, 2021			By:		/s/ JOHN F. RUNKEL, JR.
			John F. Runkel, Jr.
			General Counsel and Corporate Secretary