127387AF5 Filings — Cadence Design Systems, Inc. - FilingSpy
127387AF5
Cadence Design Systems, Inc.
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A maker of AI-driven software, hardware, and silicon "blueprints" (intellectual property) that engineers use to design computer chips and electronic systems, including tools like Virtuoso, Innovus, and Palladium. It was born in 1988 from the merger of two design-software startups, SDA Systems and ECAD. The name blends "CAD" (computer-aided design) with a musical term—fitting, since early tools were named Composer and Virtuoso.
Cadence stockholders approve Omnibus Equity Incentive Plan amendment adding 5,000,000 shares.
All eleven director nominees were elected, including Anirudh Devgan, who received the most votes (223,808,980 for).
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At the May 7, 2026 Annual Meeting, stockholders approved an amendment to the Omnibus Equity Incentive Plan, increasing authorized shares by 5,000,000 and eliminating the plan's fixed term ending April 30, 2030.
The advisory resolution on named executive officer compensation was approved with 195,205,028 votes for and 29,350,859 against.
Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, with 243,583,173 votes for.
The Board had approved the plan amendment on February 12, 2026, subject to stockholder approval.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders
Cadence appoints Dr. Luc Van den hove to board of directors, effective January 1, 2026.
He will receive an equity award under the 1995 Directors Stock Incentive Plan with a grant date fair value of $82,849, subject to Compensation Committee approval.
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Dr. Luc Van den hove was appointed as a director of Cadence Design Systems, Inc., effective January 1, 2026.
The equity award vests on the earlier of May 8, 2026 or the date of the 2026 annual meeting, subject to continued service.
His cash compensation will be consistent with other non-employee board members, and he will enter into Cadence's standard indemnification agreement.
Dr. Van den hove is currently president and CEO of imec, a role he will hold through March 31, 2026, before becoming chair of imec's board on April 1, 2026.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits
Cadence to acquire Hexagon's design and engineering business for €2.70 billion enterprise value.
Total consideration is based on an enterprise value of €2.70 billion, with approximately €1.89 billion in cash and €810 million in newly issued Cadence common stock.
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Cadence Design Systems entered an Equity Purchase Agreement on September 4, 2025, to acquire Hexagon Smart Solutions AB's design and engineering business.
The cash portion will be funded through cash on hand and existing debt facilities; the stock consideration will be issued under Section 4(a)(2) and/or Regulation S exemptions.
Closing is conditioned on regulatory approvals, including HSR and other antitrust/foreign investment clearances, and is expected in the first quarter of 2026.
Cadence may owe a reverse termination fee of up to €175 million if the deal fails due to regulatory approval issues by the Outside Date (September 4, 2026, extendable to March 4, 2027).
1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities