--- schema_version: "secwatch.filing_event.v1" accession: "0001013462-23-000034" form_type: "8-K" ticker: null cik: "0001013462" company_name: "ANSYS INC" filed_at: "2023-05-16T23:59:59+00:00" generated_at: "2026-06-14T23:01:59.848283+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # ANSYS shareholders approve board declassification; bylaw amendments adopted ## Summary - Stockholders approved declassification of Board of Directors, phased in over three years; all directors will stand for annual election starting 2026. - Bylaws amended to implement declassification, enhance advance notice provisions, and adopt universal proxy rule requirements. - All three Class III director nominees elected with >90% support: Calderoni, Dorchak, Gopal. - Ratification of Deloitte & Touche as auditor approved; say-on-pay passed with 84.5% support; frequency set at 1 year. - Charter amendment filed May 12, 2023; conforming bylaw amendments effective same date. ## SEC filing metadata - accession: 0001013462-23-000034 - form_type: 8-K - cik: 0001013462 - company_name: ANSYS INC - filed_at: 2023-05-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/anss-20230512.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001013462-23-000034 - JSON: https://secwatch.observer/filing/0001013462-23-000034.json - Plain text: https://secwatch.observer/filing/0001013462-23-000034.txt ## Key facts - Governance Changes ANSYS INC: Stockholders approved amendments to declassify the Board of Directors, effective May 12, 2023 (effective 2023-05-12). - Change: charter amendment - Effective: 2023-05-12 source text: At the Annual Meeting, the Company’s stockholders approved amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors (the “Board”) (such amendments, collectively the “Charter Amendments”). evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - Governance Changes ANSYS INC: Conforming by-law amendments to implement phased-in declassification of the Board and other amendments to advance notice, proxy card, stockholder list, Universal Proxy Rule, and administrative provisions (effective 2023-05-12). - Change: bylaw amendment - Effective: 2023-05-12 source text: In connection with the Charter Amendments, the Board approved conforming amendments to the Company’s Fourth Amended and Restated By-Laws (the “Conforming By-Law Amendments”) to effect a phased-in declassification of the Board over the next three years, which amendments were contingent upon stockholder approval and implementation of the Charter Amendments. evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - Shareholder Votes ANSYS INC shareholders approved Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023 at the 2023-05-12 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-12 source text: Proposal 2: Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023 The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The votes were as follows: For Against Abstain Broker Non-Votes 74,833,262 5,266,676 21,040 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - Shareholder Votes ANSYS INC shareholders approved Advisory Approval of the Frequency of the Advisory Approval of the Compensation of Our Named Executive Officers at the 2023-05-12 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-12 source text: Proposal 4: Advisory Approval of the Frequency of the Advisory Approval of the Compensation of Our Named Executive Officers The Company’s stockholders approved, on an advisory basis, a frequency of “1 year” for future advisory votes to approve the compensation of our named executive officers. The votes were as follows: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 75,033,214 124,153 606,686 269,414 4,087,511 evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - Shareholder Votes ANSYS INC shareholders approved Advisory Approval of the Compensation of Our Named Executive Officers at the 2023-05-12 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-12 source text: Proposal 3: Advisory Approval of the Compensation of Our Named Executive Officers The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation. The votes were as follows: For Against Abstain Broker Non-Votes 64,219,499 11,755,167 58,801 4,087,511 evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - Shareholder Votes ANSYS INC shareholders approved Election of Three Class III Directors for Three-Year Terms at the 2023-05-12 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-12 source text: Proposal 1: Election of Three Class III Directors for Three-Year Terms The Company’s stockholders elected each of the following nominees to serve as a director of the Company for a three-year term expiring in 2026. For each nominee, the votes were as follows: Director For Against Abstain Broker Non-Votes Robert M. Calderoni 72,133,145 3,862,330 37,992 4,087,511 Glenda M. Dorchak 73,687,056 2,307,366 39,045 4,087,511 Ajei S. Gopal 75,293,760 703,580 36,127 4,087,511 evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm - Shareholder Votes ANSYS INC shareholders approved Approval of the Amendment of Article VI of the Charter to Declassify the Board at the 2023-05-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-12 source text: Proposal 5: Approval of the Amendment of Article VI of the Charter to Declassify the Board The Company’s stockholders approved the amendment of Article VI of the Charter to declassify the Board. The votes were as follows: For Against Abstain Broker Non-Votes 75,944,092 35,654 53,721 4,087,511 evidence_url: https://www.sec.gov/Archives/edgar/data/1013462/000101346223000034/0001013462-23-000034-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.