Business Context and Reporting Period
This Form 8-K Current Report was filed by Synopsys, Inc. on February 14, 2026. The filing reports on corporate governance changes effective immediately, specifically regarding the composition of the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on director appointments and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from eleven to twelve members.
- New Appointment: Peter A. Shimer was appointed as a director and member of the Audit Committee. He is deemed an independent director and an "audit committee financial expert."
- Director Transitions: The Board decided not to renominate Luis Borgen and Dr. Ajei Gopal for re-election. Both will serve through the 2026 Annual Meeting of Stockholders.
Compensation and Governance Details
Mr. Shimer's compensation package under the non-employee director program includes:
- Cash Retainer: $140,000 annually, payable in four equal installments (prorated for the first year).
- Initial Restricted Stock Award: Grant date fair market value of $350,000, vesting in equal installments over three years.
- Interim Restricted Stock Award: Grant date fair market value equal to a prorated portion of the annual award of $200,000, vesting prior to the first annual meeting.
- Indemnification: Mr. Shimer entered into Synopsys' standard form of indemnification agreement.
Mr. Shimer brings extensive experience from Deloitte LLP (2007–2025), where he held roles including CFO, COO, and Interim CEO. He currently serves on the boards of Alaska Air Group, Inc., Cancer Artificial Intelligence Alliance, and Fred Hutchinson Cancer Center.
Investor Verification Checklist
- Verify the exact vesting schedule dates for Mr. Shimer's restricted stock awards in the definitive grant agreement.
- Confirm the specific date of the 2026 Annual Meeting of Stockholders to determine the end of service for outgoing directors Luis Borgen and Dr. Ajei Gopal.
- Review the attached Press Release (Exhibit 99.1) for any additional strategic context regarding the board composition changes.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.