Synopsys (SNPS) 10-K risk factor changes: FY2020 vs FY2019

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended October 31, 2020

OR

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| --- | --- |

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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the transition period from to

Commission File Number 0-19807


SYNOPSYS, INC.

(Exact name of registrant as specified in its charter)

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| --- | --- | --- | --- | --- | --- |

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| Delaware | | | | 56-1546236 | |

| (State or other jurisdiction of incorporation or organization) | | | | (I.R.S. Employer Identification No.) | |

| 690 East Middlefield Road, | Mountain View, | California | | 94043 | |

| (Address of principal executive offices) | | | | (Zip Code) | |

(650) 584-5000

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

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| --- | --- | --- |

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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |

| Common Stock, $0.01 par value | SNPS | Nasdaq Global Select Market |

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

On December 10, 2020, the Board of Directors amended and restated the bylaws of the Company (as so amended, the Amended and Restated Bylaws), effective immediately.

The Amended and Restated Bylaws, among other things: (i) add the ability for stockholders holding not less than 20% of all outstanding shares of capital stock of the Company, which shares are held for not less than one (1) year prior to the date of the request, to request a

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special meeting of the stockholders; and (ii) provide that directors shall be elected by a majority of the votes cast by stockholders with respect to his or her election at a meeting for the election of directors, except that, if the number of nominees for election at any such meeting exceeds the number of directors to be elected at such meeting, each director to be so elected shall be elected by a plurality of votes cast by stockholders.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

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PART III

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| Item 10. Directors, Executive Officers and Corporate Governance |

For information with respect to our executive officers, see *Executive Officers of the Registrant* in Part I, Item 1 of this Annual Report.

All other information required by this Item is incorporated herein by reference from our definitive Proxy Statement for the 2021 Annual Meeting (the Proxy Statement) scheduled to be held on April 8, 2021, as provided under the headings “Proposal 1: Election of Directors,” “Audit Committee Report,” and “Corporate Governance.”

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| Item 11. Executive Compensation |

The information required by this Item is incorporated herein by reference from the Proxy Statement, as provided under the headings “Compensation Discussion and Analysis” (and all subheadings thereunder), "Executive Compensation Tables" (and all subheadings thereunder), "Director Compensation," “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”

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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |

The information required by this Item is incorporated herein by reference from the Proxy Statement, as provided under the headings “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

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| Item 13. Certain Relationships and Related Transactions and Director Independence |

The information required by this Item is incorporated herein by reference from the Proxy Statement, as provided under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” (under the subheading “Director Independence”).

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| Item 14. Principal Accountant Fees and Services |

The information required by this Item is incorporated herein by reference from the Proxy Statement, as provided under the subheadings "Fees and Services of Independent Registered Public Accounting Firm" and "Audit Committee Pre-Approval Policies and Procedures" under the proposal titled “Ratification of Selection of Independent Registered Public Accounting Firm.”

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PART IV

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| Item 15. Exhibits and Financial Statement Schedules |

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

| | |

| --- | --- |

| | |

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended October 31, 2019

OR

| | |

| --- | --- |

| | |

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the transition period from to

Commission File Number 0-19807


SYNOPSYS, INC.

(Exact name of registrant as specified in its charter)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Delaware | | | | 56-1546236 | |

| (State or other jurisdiction of incorporation or organization) | | | | (I.R.S. Employer Identification No.) | |

| 690 East Middlefield Road, | Mountain View, | California | | 94043 | |

| (Address of principal executive offices) | | | | (Zip Code) | |

(650) 584-5000

(Registrant’s telephone number, including area code)

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, $0.01 par value | SNPS | Nasdaq Global Select Market |

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.