Synopsys (SNPS) Proxy Filing summary

Executive summary

• Fiscal 2025 saw record revenue of $7.054 billion, a 15% increase year-over-year, with a GAAP operating margin of 13.0% and non-GAAP margin of 37.3%.

• The acquisition of Ansys in July 2025 expanded capabilities and market reach, especially in simulation and analysis, and new verticals like automotive and healthcare.

• Product innovation included AI-driven design tools, integration with NVIDIA Omniverse, and new hardware-assisted verification systems.

• The company is focused on technology leadership, operational excellence, and financial discipline, celebrating its 40th anniversary in 2026.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, approval of an amended equity incentive plan, advisory approval of executive compensation, ratification of KPMG LLP as auditor, and a stockholder proposal on written consent rights.

• Board recommends FOR all directors, the equity plan, executive compensation, and auditor ratification; AGAINST the written consent proposal.

• The written consent proposal is opposed by the board, citing existing special meeting rights and governance safeguards.

Board of directors and corporate governance

• Ten directors are nominated, with a mix of long-tenured and recently appointed members, and 80% independence.

• Board skills include semiconductor, software, emerging tech, risk management, and global expertise.

• Board committees (Audit, Compensation, Governance) are fully independent and meet regularly.

• Annual board and committee evaluations are conducted, and director overboarding and share ownership policies are enforced.

• Lead Independent Director role is held by John G. Schwarz; Chair and CEO roles are separated.