---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-003309"
form_type: "8-K"
ticker: "PTC"
cik: "0000857005"
company_name: "PTC INC."
filed_at: "2023-02-21T23:59:59+00:00"
generated_at: "2026-06-19T07:33:58.409541+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# PTC separates CEO/President roles; promotes DiTullio to President and COO; extends Heppelmann's agreement to 2026

## Summary
- James Heppelmann remains CEO; Michael DiTullio promoted to President and COO, effective Feb 16, 2023.
- Heppelmann's executive agreement extended from Sep 30, 2023 to Sep 30, 2026; no other compensation changes.
- Stockholders approved increase of 6M shares under 2000 Equity Incentive Plan (to 50.3M total).
- Stockholders approved increase of 2M shares under 2016 Employee Stock Purchase Plan (to 4M total).
- All nine director nominees elected; say-on-pay passed with ~92% of votes cast.

## SEC filing metadata
- accession: 0000950170-23-003309
- form_type: 8-K
- ticker: PTC
- cik: 0000857005
- company_name: PTC INC.
- filed_at: 2023-02-21T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/ptc-20230216.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-003309
- JSON: https://secwatch.observer/filing/0000950170-23-003309.json
- Plain text: https://secwatch.observer/filing/0000950170-23-003309.txt

## Key facts
- Executive change
  Michael DiTullio was appointed as President and Chief Operating Officer at PTC INC..
  - Action: promoted
  - Role: President and Chief Operating Officer
  source text: Michael DiTullio, 55, promoted to President and Chief Operating Officer of PTC.
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Executive change
  James Heppelmann changed role as Chief Executive Officer at PTC INC..
  - Action: continued
  - Role: Chief Executive Officer
  source text: the Board of Directors separated the positions of Chief Executive Officer and President of PTC, with James Heppelmann, 58, continuing as Chief Executive Officer of PTC
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Shareholder Votes
  PTC INC. shareholders approved Advisory vote to approve the compensation of our named executive officers (Say-on-Pay) at the 2023-02-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-02-16
  source text: Advisory vote to approve the compensation of our named executive officers (Say-on-Pay).
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Shareholder Votes
  PTC INC. shareholders approved Advisory vote to approve the frequency of the Say-on-Pay vote at the 2023-02-16 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-02-16
  source text: Advisory vote to approve the frequency of the Say-on-Pay vote.
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Shareholder Votes
  PTC INC. shareholders approved Approve an increase of 2,000,000 shares under the 2016 Employee Stock Purchase Plan at the 2023-02-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-02-16
  source text: Approve an increase of 2,000,000 shares under the 2016 Employee Stock Purchase Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Shareholder Votes
  PTC INC. shareholders approved Elect nine directors to serve until the 2024 Annual Meeting of Stockholders at the 2023-02-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-02-16
  source text: Elect Nine Directors to Serve until the 2024 Annual Meeting of Stockholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Shareholder Votes
  PTC INC. shareholders approved Approve an increase of 6,000,000 shares available for issuance under the 2000 Equity Incentive Plan at the 2023-02-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-02-16
  source text: Approve an increase of 6,000,000 shares available for issuance under the 2000 Equity Incentive Plan.
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm
- Shareholder Votes
  PTC INC. shareholders approved Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023 at the 2023-02-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-02-16
  source text: Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/857005/000095017023003309/0000950170-23-003309-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.