SYNOPSYS INC 8-K

What Happened

• Synopsys Inc. (SNPS) filed an 8-K reporting that on May 26, 2026 it entered a Cooperation Agreement with Elliott Investment Management and related entities. Under the agreement the Synopsys Board agreed to increase its size by one and appoint Jesse Cohn to the Board effective June 1, 2026. Mr. Cohn’s initial term runs through Synopsys’ 2027 annual meeting of stockholders. The Board also named him to the Corporate Governance and Nominating Committee and determined he meets Nasdaq and Exchange Act independence requirements.

Key Details

• Agreement date: May 26, 2026; appointment effective: June 1, 2026; term expires at 2027 annual meeting.
• Elliott agrees to voting commitments, customary standstill restrictions and mutual non‑disparagement provisions.
• Ownership/exposure limits: Elliott will not exceed 4.9% beneficial ownership or 7.5% aggregate economic exposure of Synopsys stock during the Cooperation Period.
• If Mr. Cohn leaves before the Cooperation Period ends, Synopsys and Elliott will try to mutually select a Replacement Director if Elliott holds at least a 1.5% net‑long position; the Cooperation Period runs until the later of one year from the agreement date or 10 days after Mr. Cohn (or certain Replacement Directors) ceases to serve, subject to certain exceptions.

Why It Matters

• This is a formal, near-term agreement between Synopsys and an activist investor (Elliott) that adds an investor‑aligned director to the board and includes voting and ownership limits. For investors, the agreement signals a negotiated governance change intended to address Elliott’s engagement while limiting Elliott’s ownership and giving Synopsys some protections (standstill, non‑disparagement). The appointment could influence board oversight and future governance discussions ahead of the 2027 annual meeting.