{"schema_version":"secwatch.filing_event.v1","accession":"0000813672-23-000029","form_type":"8-K","ticker":"CDNS","cik":"0000813672","company_name":"CADENCE DESIGN SYSTEMS INC","filed_at":"2023-05-08T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.337390+00:00","generated_at":"2026-06-15T15:00:03.935772+00:00","sec_items":["5.02","5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Cadence stockholders approve omnibus equity plan amendment and elect directors at annual meeting","bullets":["All 10 director nominees elected; votes include Anirudh Devgan (225M for), Ita Brennan (200M for).","Amendment to Omnibus Equity Incentive Plan approved; shares authorized increased by 6.5M (213.9M for, 12.2M against).","Say-on-pay advisory vote approved (201.2M for, 24.9M against); frequency set at 1 year (224.6M for 1 year).","Ratification of PricewaterhouseCoopers LLP as independent auditor for FY2023 approved (243.9M for).","Stockholder proposal to remove one-year holding period for special meetings rejected (211.7M against, 14.2M for)."],"urls":{"canonical":"https://secwatch.observer/filing/0000813672-23-000029","json":"https://secwatch.observer/filing/0000813672-23-000029.json","markdown":"https://secwatch.observer/filing/0000813672-23-000029.md","text":"https://secwatch.observer/filing/0000813672-23-000029.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/cdns-20230504.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T15:00:03.935772+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3fad5ad841a93383b6226fa8d04273eb7ad7539d","claim":"CADENCE DESIGN SYSTEMS INC shareholders rejected Stockholder proposal to remove the one-year holding period requirement to call a special stockholder meeting at the 2023-05-04 meeting.","evidence_excerpt":"6. A stockholder proposal to remove the one-year holding period requirement to call a special stockholder meeting. This proposal was not approved as set forth below: For Against Abstain Broker Non-Votes 14,171,818 211,723,224 483,795 17,871,396","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-04"}],"fact_type":"shareholder_vote"},{"claim_id":"4152c5dd9f5d0158782ce2cf2d3e3d8e6c0d2071","claim":"CADENCE DESIGN SYSTEMS INC shareholders approved Election of ten directors named in the Proxy Statement to serve until the 2024 Annual Meeting at the 2023-05-04 meeting.","evidence_excerpt":"1. A proposal to elect the ten (10) directors named in the Proxy Statement to serve until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, or until the director’s earlier death, resignation or removal. Each of the ten (10) director nominees named in the Proxy Statement was elected as set forth below: Nominee For Against Abstain Broker Non-Votes Mark W. Adams 218,997,560 7,174,743 206,534 17,871,396 Ita Brennan 200,191,182 25,982,820 204,835 17,871,396 Lewis Chew 225,763,535 439,996 175,306 17,871,396 Anirudh Devgan 225,062,683 1,152,076 164,078 17,871,396 ML Krakauer 218,691,974 7,503,463 183,400 17,871,396 Julia Liuson 220,848,074 5,331,979 198,784 17,871,396 Dr. James D. Plummer 218,758,466 7,222,430 397,941 17,871,396 Dr. Alberto Sangiovanni-Vincentelli 218,192,766 8,024,433 161,638 17,871,396 Dr. John B. Shoven 216,253,281 9,747,546 378,010 17,871,396 Young K. Sohn 224,822,537 1,365,367 190,933 17,871,396","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-04"}],"fact_type":"shareholder_vote"},{"claim_id":"6a593611c46919b4114929baacdf5d8fc148c705","claim":"CADENCE DESIGN SYSTEMS INC shareholders approved Approval of the amendment of the Omnibus Equity Incentive Plan at the 2023-05-04 meeting.","evidence_excerpt":"2. A proposal to approve the amendment of the Omnibus Equity Incentive Plan. This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 213,949,432 12,238,787 190,618 17,871,396","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-04"}],"fact_type":"shareholder_vote"},{"claim_id":"783d0b6c14e8b00388f0e02b568c2e20f7ecff72","claim":"CADENCE DESIGN SYSTEMS INC shareholders approved Advisory vote on the frequency of the advisory vote on named executive officer compensation at the 2023-05-04 meeting.","evidence_excerpt":"4. An advisory vote on the frequency of the advisory vote on named executive officer compensation. A frequency of “1 Year” was approved as set forth below: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 224,605,495 119,080 1,504,951 149,311 17,871,396","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-04"}],"fact_type":"shareholder_vote"},{"claim_id":"a46e37310755d46c7c5fda86a0ac76cb4587270e","claim":"CADENCE DESIGN SYSTEMS INC shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-05-04 meeting.","evidence_excerpt":"5. A proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Cadence for its fiscal year ending December 31, 2023. This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 243,918,188 185,601 146,444 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-04"}],"fact_type":"shareholder_vote"},{"claim_id":"f7f54747e5d981d8b786800c388e89003fadef27","claim":"CADENCE DESIGN SYSTEMS INC shareholders approved Advisory resolution to approve named executive officer compensation at the 2023-05-04 meeting.","evidence_excerpt":"3. An advisory resolution to approve named executive officer compensation. This proposal was approved as set forth below: For Against Abstain Broker Non-Votes 201,155,587 24,903,646 319,604 17,871,396","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/813672/000081367223000029/0000813672-23-000029-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-04"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}