Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) Amendment of 2006 Employee Equity Incentive Plan; Amendment of Employee Stock

Purchase Plan




At the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Synopsys,
Inc. ("Synopsys") held on April 12, 2022, Synopsys' stockholders approved
Synopsys' 2006 Employee Equity Incentive Plan, as amended (the "Amended Employee
Equity Plan") in order to, among other items, increase the number of shares of
common stock available for issuance under the Amended Employee Equity Plan by
3,000,000. Synopsys' Board of Directors (the "Board") and the Compensation and
Organizational Development Committee (the "Compensation Committee") of the Board
previously approved the Amended Employee Equity Plan, subject to such
stockholder approval. Synopsys' executive officers are eligible to participate
in the Amended Employee Equity Plan.

At the Annual Meeting, Synopsys' stockholders also approved an amendment to
Synopsys' Employee Stock Purchase Plan (the "Amended ESPP") in order to, among
other items increase the number of shares of common stock available for future
issuance under the plan by 2,000,000. The Board and the Compensation Committee
previously approved the Amended ESPP, subject to such stockholder approval.
Synopsys' executive officers are eligible to participate in the Amended ESPP.

Summaries of the Amended Employee Equity Plan and the Amended ESPP are set forth
in Synopsys' definitive proxy statement for the Annual Meeting filed with the
Securities and Exchange Commission on February 23, 2022 (the "Proxy Statement").
Those summaries and the descriptions above of the Amended Employee Equity Plan
and Amended ESPP do not purport to be complete and are qualified in their
entirety by reference to the Amended Employee Equity Plan and Amended ESPP,
which are filed as Exhibits 10.3 and 10.6, respectively, to this Current Report
on Form 8-K and are each incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)(b) Stockholder Meeting Results




As described in Item 5.02(e) above, Synopsys held its Annual Meeting on
April 12, 2022. As of the record date of February 11, 2022, 153,097,613 shares
of Synopsys common stock were outstanding and entitled to vote at the Annual
Meeting. A total of 137,020,223 shares of Synopsys common stock, constituting a
quorum, were represented in person or by proxy at the Annual Meeting.

Synopsys' stockholders voted on six proposals at the Annual Meeting. The proposals are further described in the Proxy Statement. The final results of the votes regarding each proposal are set forth below.



Proposal 1: Synopsys' stockholders elected eight directors to Synopsys' Board,
to serve until the next annual meeting of stockholders or until their successors
are elected. The voting results regarding this proposal are set forth below:

                                            For            Against          Abstain        Broker Non-Votes
Aart J. de Geus                          113,406,413       11,905,524         806,698             10,901,588
Janice D. Chaffin                        112,344,635       11,763,863       2,010,137             10,901,588
Bruce R. Chizen                           96,639,804       29,402,601          76,230             10,901,588
Mercedes Johnson                         122,444,711        3,594,054          79,870             10,901,588
Chrysostomos L. "Max" Nikias             116,490,445        9,539,611          88,579             10,901,588
Jeannine P. Sargent                      124,005,168        2,033,504          79,963             10,901,588
John G. Schwarz                          116,685,062        9,347,877          85,696             10,901,588
Roy Vallee                               113,692,091       11,893,410         533,134             10,901,588


Proposal 2: As described in Item 5.02(e) above, Synopsys' stockholders approved
the Amended Employee Equity Plan in order to, among other items, increase the
number of shares of common stock available for issuance under the Amended
Employee Equity Plan by 3,000,000. The Amended Employee

--------------------------------------------------------------------------------

Equity Plan is filed as Exhibit 10.3 to this Current Report on Form 8-K. The voting results regarding this proposal are set forth below:



For:                  114,173,591
Against:               11,872,214
Abstain:                   72,830
Broker Non-Votes:      10,901,588


Proposal 3: As described in Item 5.02(e) above, Synopsys' stockholders approved
the Amended ESPP, in order to, among other items, increase the number of shares
of common stock available for issuance under the Amended ESPP by 2,000,000. The
Amended ESPP is filed as Exhibit 10.6 to this Current Report on Form 8-K. The
voting results regarding this proposal are set forth below:

For:                  125,369,839
Against:                  687,954
Abstain:                   60,842
Broker Non-Votes:      10,901,588

Proposal 4: Synopsys' stockholders approved, on an advisory basis, the compensation of Synopsys' named executive officers as disclosed in the Proxy Statement. The voting results regarding this proposal are set forth below:



For:                  114,630,943
Against:               11,388,445
Abstain:                   99,247
Broker Non-Votes:      10,901,588

Proposal 5: Synopsys' stockholders ratified the selection of KPMG LLP as Synopsys' independent registered public accounting firm for the fiscal year ending October 29, 2022. The voting results regarding this proposal are set forth below:



For:                  129,520,996
Against:                7,027,023
Abstain:                  472,204
Broker Non-Votes:               0

Proposal 6: Synopsys' stockholders did not approve the stockholder proposal regarding stockholder action by written consent. The voting results regarding this proposal are set forth below:



For:                  59,660,425
Against:              66,328,939
Abstain:                 129,271
Broker Non-Votes:     10,901,588

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number       Description

10.3           2006 Employee Equity Incentive Plan, as amended

10.4           Form of Restricted Stock Unit Grant Notice and Award

Agreement under


             2006 Employee Equity Incentive Plan

10.5           Form of Stock Option Grant Notice and Award Agreement under 2006
             Employee Equity Incentive Plan

10.6           Employee Stock Purchase Plan, as amended

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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