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): ~~April~~May 277, 2026

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-15867

00-0000000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

2655 Seely Avenue, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CDNS

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 5.02. ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On April 27, 2026 Cadence Design Systems, Inc.~~ (~~“Cadence”~~e) Amendment ~~issued~~of ~~a press release announcing its financial results for~~ the ~~quarter~~Omnibus ~~ended~~Equity ~~March~~Incentive ~~31, 2026.~~Plan

AAs ~~copy~~described in Item 5.07 below, at the Annual Meeting of Stockholders of Cadence Design Systems, Inc. (“Cadence”) held on May 7, 2026 (the ~~press~~“2026 ~~release~~Annual isMeeting”), ~~attached~~Cadence ~~hereto~~stockholders asapproved ~~Exhibit~~an 99amendment of Cadence’s Omnibus Equity Incentive Plan (the “Omnibus Plan”).01 ~~and~~The aboard ~~copy~~of directors of Cadence (the ~~commentary~~“Board”) byhad previously approved the ~~Chief~~amendment ~~Financial~~of ~~Officer~~the Omnibus Plan on February 12, 2026, subject to stockholder approval. The amendment includes the following material changes: (i) increases the number of ~~Cadence~~shares ~~regarding~~of ~~Cadence's~~common ~~financial~~stock ~~results~~authorized for issuance under the ~~quarter~~Omnibus ~~ended~~Plan ~~March~~by 315,000,000 ~~2026~~shares; is(ii) ~~attached~~eliminates ~~hereto~~the asfixed ~~Exhibit~~term ~~99.02~~of the Omnibus Plan, ~~and~~which would otherwise end on April 30, 2030, such that the ~~press~~Omnibus ~~release~~Plan ~~and~~would continue in effect until terminated by the ~~commentary~~Board or until all available shares are ~~incorporated~~issued, ~~herein~~if byearlier; ~~reference~~and (iii) modifies certain other provisions related to the administration and interpretation of the Omnibus Plan.

~~The~~A ~~information~~more ~~contained~~detailed indescription ~~this~~of ~~Current~~the ~~Report~~Omnibus ~~shall~~Plan ~~not~~and berelated ~~deemed~~matters ~~“filed”~~was ~~for~~set ~~purposes~~forth ofin ~~Section~~Cadence’s 18Proxy ofStatement on Schedule 14A, which was filed with the U.S. Securities and Exchange ~~Act~~Commission ofon ~~1934~~March 25, as2026 ~~amended~~ (the “~~Exchange~~Proxy ~~Act~~Statement”), orunder the heading “Proposal 2: Approval of the Amendment of the Omnibus Equity Incentive Plan” and is incorporated herein by reference. inThe ~~any~~foregoing ~~filing~~summary ~~under~~and the ~~Securities~~summary ~~Act~~set forth in the Proxy Statement do not purport to be a complete description of ~~1933,~~the asOmnibus ~~amended,~~Plan. orThey are qualified in their entirety by reference to the ~~Exchange~~text ~~Act,~~of ~~except~~the asOmnibus ~~shall~~Plan, bewhich ~~expressly~~is set forth byin ~~specific~~Appendix ~~reference~~A into ~~such~~the aProxy ~~filing~~Statement.

Item 95.0107. Submission ~~Financial~~of ~~Statements~~Matters ~~and~~to ~~Exhibits~~a Vote of Security Holders.

~~(d)~~At ~~Exhibits~~the 2026 Annual Meeting, Cadence stockholders voted on the following proposals, which are described in detail in the Proxy Statement.

Exhibit No.						Description
99.01						Press Release issued by Cadence Design Systems, Inc. on April 27, 2026.
99.02						CFO Commentary on Results of Quarter Ended March 31, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

1.A proposal to elect the eleven (11) directors named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified, or until the director’s earlier death, resignation or removal. Each of the eleven (11) director nominees named in the Proxy Statement was elected as set forth below:


Nominee	For	Against	Abstain	Broker Non-Votes
Mark W. Adams	213,641,523	11,871,388	508,228	18,337,442
Ita Brennan	197,550,600	27,957,323	513,216	18,337,442
Lewis Chew	219,522,489	5,976,372	522,278	18,337,442
Anirudh Devgan	223,808,980	1,403,711	808,448	18,337,442
Moshe Gavrielov	223,914,955	1,553,434	552,750	18,337,442
ML Krakauer	220,002,370	5,510,919	507,850	18,337,442
Julia Liuson	221,571,690	3,819,720	629,729	18,337,442
James D. Plummer	218,597,539	6,768,013	655,587	18,337,442
Alberto Sangiovanni-Vincentelli	210,132,429	15,237,989	650,721	18,337,442
Young K. Sohn	220,567,252	4,901,487	552,400	18,337,442
Luc Van den hove	221,687,359	3,825,730	508,050	18,337,442

2.A proposal to approve the amendment of the Omnibus Equity Incentive Plan. This proposal was approved as set forth below:


For	Against	Abstain	Broker Non-Votes
216,695,272	8,512,065	813,802	18,337,442

3.An advisory resolution to approve named executive officer compensation. This proposal was approved as set forth below:


For	Against	Abstain	Broker Non-Votes
195,205,028	29,350,859	1,465,252	18,337,442

4.A proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Cadence for its fiscal year ending December 31, 2026. This proposal was approved as set forth below:


For	Against	Abstain	Broker Non-Votes
243,583,173	167,184	608,224	N/A

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: ~~April~~May 2711, 2026

CADENCE DESIGN SYSTEMS, INC. By: /s/ ~~John~~Marc M.Taxay ~~Wall~~Marc ~~John~~Taxay ~~M. Wall~~ Senior Vice President, ~~and~~General ~~Chief~~Counsel ~~Financial~~and ~~Officer~~Corporate Secretary

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