PTC (PTC) Proxy filing summary

Executive summary

• Schneider Electric agreed to acquire the business for $205 per share in cash, valuing it at $22.6B; closing is expected by Q3 2027, subject to customary conditions and approvals.

• After closing, the software group is planned to include AVEVA, Cognite and the acquired business, remain autonomous within Schneider Electric, and report to CEO Olivier Blum; together, the businesses are projected to have ~$6B revenue, 50,000+ customers and 15,000+ employees.

• The transaction is presented as a way to combine product design, engineering and lifecycle capabilities with Schneider Electric’s energy, automation and industrial software reach, advancing the Intelligent Product Lifecycle vision.

• Until closing, the parties remain separate public companies; day-to-day operations and the FY’27 plan continue as usual.

Voting matters and shareholder proposals

• PTC shareholder approval is a required closing condition, alongside required regulatory approvals; closing is expected by Q3 2027.

• Shareholders are urged to review the preliminary and definitive proxy statements and related SEC materials when available before making a decision on the proposed transaction.

Executive compensation and say-on-pay

• Compensation and benefits remain unchanged at announcement; current programs are to continue through closing, with current programs likely to continue for a period afterward.

• FY’26 bonuses are to be paid under normal practice based on FY’26 performance and manager discretion; the annual bonus program continues in FY’27.