UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 20, 2025

Date of Report (Date of earliest event reported): January 22, 2025

Altair Engineering Inc.

(Exact ~~Name~~name of Registrant as Specified in Its Charter)

Delaware	~~001-38263~~	001-38263	38-2591828
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
1820 E. Big Beaver Road
Troy, Michigan			48083
(Address of Principal Executive Offices)			(Zip Code)

1820 E. Big Beaver Road Troy, Michigan		48083
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (248) 614-2400

   

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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~~TradingSymbol(s)		Name of each exchange on which registered
Class A Common Stock $0.0001 par value per share		ALTR		The ~~NASDAQ~~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 5 2.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On ~~January 22~~February 20, 2025, Altair Engineering Inc., aissued ~~Delaware corporation (“Altair”), convened~~ a ~~special~~press ~~meeting~~release ofdisclosing ~~stockholders~~its ~~(the~~financial ~~“Special~~information ~~Meeting”) to consider~~ and ~~vote~~operating ~~upon~~metrics ~~certain~~for ~~proposals~~its ~~related~~fourth toquarter ~~the Agreement~~ and ~~Plan~~full ofyear ~~Merger,~~ended ~~dated~~December ~~as of October 30~~31, 2024 ~~(the “Merger Agreement”), among Altair, Siemens Industry Software Inc~~., aA ~~Delaware~~copy ~~corporation (“Siemens”) and Astra Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary~~ of ~~Siemens (“Merger Sub”), pursuant to which Merger Sub will merge with and into Altair (~~the ~~“Merger”),~~press ~~with~~release ~~Altair~~is ~~surviving~~being ~~the~~furnished ~~Merger~~as ~~and~~Exhibit ~~becoming a wholly owned subsidiary of Siemens~~99.1 Asto athis ~~result~~Report ofon ~~the~~Form ~~Merger, Altair will no longer be publicly held~~8-K. ~~Altair’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.~~

~~There~~The ~~were~~information ~~60,137,617~~in ~~shares~~this ofReport ~~Class A~~on ~~common~~Form ~~stock~~8-K ~~of Altair, par value $0.0001 per share (the “Class A common stock”),~~ and ~~25,393,574~~Exhibit ~~shares of Class B common stock of Altair, par value $0~~99.~~0001~~1 ~~per~~attached ~~share~~hereto ~~(the~~is ~~“Class B~~intended ~~common~~to ~~stock”~~be furnished and, ~~together~~shall ~~with~~not ~~the~~be ~~Class A~~deemed ~~common stock, the~~ “~~Altair common stock~~filed”) ~~issued~~for ~~and~~purposes ~~outstanding as~~ of ~~the~~Section ~~close~~18 of ~~business on December 17, 2024,~~ the ~~record~~Securities ~~date~~Exchange ~~for~~Act ~~the~~of ~~Special~~1934, ~~Meeting~~as amended (the “~~Record~~Exchange ~~Date~~Act”). Ator ~~the~~otherwise ~~Special~~subject ~~Meeting,~~to the ~~holders~~liabilities of ~~53,252,783~~that ~~shares of Altair’s Class A common stock and 25~~section,~~393,574~~ ~~shares~~nor ofshall ~~Altair’s~~it ~~Class~~be Bdeemed ~~common~~incorporated ~~stock were present or represented~~ by ~~proxy,~~reference ~~representing~~in ~~approximately~~any ~~97.8%~~filing ofunder the ~~voting~~Securities ~~power~~Act of ~~all~~1933, ~~issued~~as ~~and~~amended, ~~outstanding~~or ~~shares of Altair common stock entitled to vote at~~ the ~~Special~~Exchange ~~Meeting~~Act, except as ofexpressly ~~the~~set ~~close~~forth ofby ~~business~~specific onreference ~~the~~in ~~Record~~such ~~Date, which constituted a quorum~~filing.

AtItem ~~the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Altair with the U~~9.S01. Financial ~~Securities~~Statements and ~~Exchange Commission on December 18, 2024 (the “Proxy Statement”)):~~ Exhibits.

Proposal 1 – The Merger Agreement Proposal: To adopt the Merger Agreement.


Exhibit 99.1		Press Release issued by Altair Engineering Inc. dated February 20, 2025, furnished hereto.
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 2 – The Merger-Related Compensation Proposal: To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Altair’s named executive officers that is based on or otherwise relates to the Merger.

Each proposal was approved by the requisite vote of Altair’s stockholders. Because Proposal 1 – The Merger Agreement Proposal – was approved, a vote on the adjournment proposal described in the Proxy Statement was not necessary. A summary of the voting results for each proposal is set forth below.

Proposal 1 – The Merger Agreement Proposal

Votes For		Votes Against		Abstentions
307,156,609		10,862		21,052

Proposal 2 – The Merger-Related Compensation Proposal

Votes For		Votes Against		Abstentions
305,518,588		1,530,771		139,164

Item 8.01 Other Events.

On January 22, 2025, Altair issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
99.1		Press Release announcing the results of the Special Meeting, dated as of January 22, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURE

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.

Date: January 22, 2025




	ALTAIR ENGINEERING INC.

Date: February 20, 2025	By:	/s/ Matthew Brown
		Matthew Brown
		Chief Financial Officer

ALTAIR ENGINEERING INC. By: /s/ Raoul Maitra Raoul Maitra Chief Legal Officer

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