UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of report (Date of earliest event reported): May 4, 2012

 

 

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		000-15867		77-0148231
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2655 Seely Avenue, Building 5 San Jose, California				95134
(Address of Principal Executive Offices)				(Zip Code)

(408) 943-1234

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

At the Annual Meeting of Stockholders held on May 4, 2012 (the “Annual Meeting”), the stockholders of Cadence Design Systems, Inc. (“Cadence”) voted on the following matters, which are described in detail in Cadence’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 20, 2012:

 

1.

A proposal to elect eight (8) directors of Cadence to serve until the 2013 Annual Meeting of Stockholders and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal, was approved as set forth below.

 

Nominee		For				Against				Abstain				Broker Non-Votes
Susan L. Bostrom			224,966,720				2,283,401				182,450				29,063,195
Donald L. Lucas			223,200,175				4,052,813				179,583				29,063,195
Dr. James D. Plummer			226,174,114				1,070,447				188,010				29,063,195
Dr. Alberto Sangiovanni-Vincentelli			225,151,152				2,127,677				153,742				29,063,195
George M. Scalise			223,373,539				3,891,867				167,165				29,063,195
Dr. John B. Shoven			218,126,479				9,137,961				168,131				29,063,195
Roger S. Siboni			224,982,134				2,269,450				180,987				29,063,195
Lip-Bu Tan			209,416,048				17,876,281				140,242				29,063,195

 

2.

A proposal to approve the amendment and restatement of the 1995 Directors Stock Option Plan (the “Directors Plan”) was approved as set forth below.

 

For		Against		Abstain		Broker Non-Votes
155,891,993		71,393,430		147,148		29,063,195

 

2

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3.

A proposal to approve an increase in the number of authorized shares of common stock reserved for issuance under the Directors Plan from 3,050,000 shares to 3,550,000 shares was approved as set forth below.

 

For		Against		Abstain		Broker Non-Votes
155,638,625		71,646,858		147,088		29,063,195

 

4.

A non-binding advisory resolution approving executive compensation was approved as set forth below.

 

For		Against		Abstain		Broker Non-Votes
220,849,579		6,323,151		259,841		29,063,195

 

5.

A proposal to ratify the selection of KPMG LLP as Cadence’s independent registered public accounting firm for the fiscal year ending December 29, 2012 was approved as set forth below.

 

For		Against		Abstain		Broker Non-Votes
254,501,341		1,670,824		323,601		0

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 8, 2012