SYNOPSYS INC 8-K

What Happened

• Synopsys, Inc. (SNPS) announced on Feb. 14, 2026 that its Board increased from 11 to 12 directors and appointed Peter A. Shimer as a director and member of the Audit Committee, effective immediately. The Board also decided not to renominate Luis Borgen and Dr. Ajei Gopal for re-election; both will remain on the Board through Synopsys’ 2026 Annual Meeting. A press release about the change is furnished as Exhibit 99.1 to the Form 8-K.

Key Details

• Board change effective Feb. 14, 2026: size increased from 11 to 12 directors.
• Director qualifications: Mr. Shimer is independent under Nasdaq rules and is designated an “audit committee financial expert.” He meets Nasdaq Listing Rule 5605(c)(2)(A) and Rule 10A-3(b)(1) independence criteria.
• Compensation: non-employee director program — $140,000 annual cash retainer (paid quarterly, prorated in 2026), a $350,000 initial restricted stock award vesting in three equal installments, plus a prorated interim restricted stock award based on a $200,000 annual award.
• Background: Mr. Shimer worked at Deloitte from 1984 and served in senior roles from 2007–2025 (including CFO, COO, and interim CEO). He serves on boards of Alaska Air Group, Cancer Artificial Intelligence Alliance, and Fred Hutchinson Cancer Center.

Why It Matters

• Board composition and governance: adding an experienced financial executive and an audit committee financial expert may strengthen Synopsys’ financial oversight and audit committee capabilities. Director compensation and vesting schedules affect dilution and corporate governance disclosures. The announced non-renomination of two directors signals upcoming board turnover at the 2026 Annual Meeting.