PTC INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment to 2000 Equity Incentive Plan
On
The 2000 EIP provides for grants of stock options, stock, restricted stock units and stock appreciation rights to employees (including our executive officers), directors and consultants capable of contributing to the success of PTC. This description of the 2000 EIP is qualified in its entirety by the full text of the 2000 EIP, which is filed as Exhibit 10.1 and incorporated into this description by reference.
Approval of Amendment to 2016 Employee Stock Purchase Plan
On
The 2016 ESPP gives our employees (including our executive officers) the opportunity and incentive to invest in PTC by purchasing shares of our common stock at a discount from the applicable market price. This description of the 2016 ESPP is qualified in its entirety by the full text of the 2016 ESPP, which is filed as Exhibit 10.2 and incorporated into this description by reference.
Appointment of President and Chief Operating Officer; Extension of CEO Executive Agreement
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders was held on
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Elect nine directors to serve until the 2024 Annual Meeting of Stockholders;
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Approve an increase of 6,000,000 shares available for issuance under the 2000 Equity Incentive Plan;
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Approve an increase of 2,000,000 shares under the 2016 Employee Stock Purchase Plan;
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Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);
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Advisory vote to approve the frequency of the Say-on-Pay vote;
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Advisory vote to confirm the selection of
The votes with respect to the proposals are set forth below.
Elect Nine Directors to Serve until the 2024 Annual Meeting of Stockholders.
For Withheld Broker Non-Votes
Mark Benjamin 102,250,352 2,540,664 4,448,466
Janice Chaffin 102,161,555 2,629,461 4,448,466
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Amar Hanspal 104,491,354 299,652 4,448,466
James Heppelmann 101,949,499 2,841,517 4,448,466
Michal Katz 103,869,319 921,697 4,448,466
Paul Lacy 99,618,223 5,172,793 4,448,466
Corinna Lathan 103,919,714 871,302 4,448,466
Blake Moret 102,615,242 2,175,774 4,448,466
Robert Schechter 98,666,461 6,124,555 4,448,466
Approve an increase of 6,000,000 shares available for issuance under the 2000 Equity Incentive
Plan.
For Against Abstain Broker Non-Votes
99,805,211 4,927,298 58,507 4,448,466
Approve an increase of 2,000,000 shares under the 2016 Employee Stock Purchase Plan.
For Against Abstain Broker Non-Votes
104,600,209 166,954 23,853 4,448,466
Advisory vote to approve the compensation of our named executive officers (Say-on-Pay).
For Against Abstain Broker Non-Votes
96,412,886 8,311,000 67,130 4,488,466
Advisory vote to approve the frequency of the Say-on-Pay vote.
One Year Two Years Three Years Abstain
102,233,473 40,970 2,419,413 97,160
Advisory vote to confirm the selection of
For Against Abstain Broker Non-Votes
96,056,833 13,149,656 32,993 -
PTC confirms that, in accordance with the Board of Directors' recommendation that PTC hold an annual vote on the compensation of its named executive officers, the stockholders indicated by a majority of shares voted that an annual vote on the compensation of our named executive officers was preferred. Accordingly, PTC will hold an annual vote on the compensation of our named executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1* 2000 Equity Incentive Plan 10.2* 2016 Employee Stock Purchase Plan
10.3* Amendment No. 1 dated
andJames Heppelmann . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Indicates a management contract or compensatory plan or arrangement in which an executive officer or director of PTC participates.
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