DEF: Ansys Sets Date for 2025 Annual Stockholders Meeting Amidst Synopsys Merger

Ansys announces its annual stockholders meeting to be held virtually on June 27, 2025, to vote on director elections, auditor ratification, executive compensation, and a stockholder proposal.

Summary

• Ansys will hold its annual meeting of stockholders virtually on June 27, 2025.
• Stockholders will vote on the election of seven directors, ratification of Deloitte & Touche LLP as the independent auditor, advisory approval of executive compensation, and a stockholder proposal regarding the right to act by written consent.
• The board recommends voting for the director nominees, the auditor ratification, and the executive compensation, but against the stockholder proposal.
• The record date for determining stockholders eligible to vote is April 28, 2025.
• The proxy materials were made available on April 29, 2025.
• The board is currently comprised of ten directors but is being declassified over a three-year phase-out period.
• In 2024, Ansys achieved $2.6 billion of ACV, with ACV growth of 11% and 13% in reported and constant currency, respectively.
• GAAP operating margin was 28.2%, non-GAAP operating margin was 45.7%, and operating cash flows were $795.7 million for the year ended December 31, 2024.
• Deferred revenue and backlog were $1,718.3 million as of December 31, 2024.
• On January 15, 2024, Ansys entered into a merger agreement with Synopsys, subject to shareholder and regulatory approvals.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The company reports strong financial results, but also acknowledges risks related to the Synopsys merger and the broader economic environment.

Positives

• Ansys has a strong commitment to corporate governance, including independent oversight and risk management.
• The company achieved significant financial results in 2024, including $2.6 billion ACV and robust operating cash flow.
• Ansys is investing in product innovation and employee talent and engagement.
• The company maintains an active dialogue with stockholders and values their feedback.
• Ansys has a comprehensive corporate responsibility program with four pillars: Advancing sustainability through our products, Investing in our people and ONE Ansys culture, Operating responsibly, Collaborating with stakeholders.

Negatives

• A stockholder proposal requesting support for shareholder right to act by written consent will be considered, which the board recommends voting against.
• The company's TSR underperformed the Index by 42.3 percentage points for the three-year period ended December 31, 2024, resulting in the payout of 0% of target for the 2022 TSR PSUs for each of the named executive officers.

Risks

• The company faces risks related to the completion of the proposed transaction with Synopsys, including regulatory approvals and potential disruptions to business relationships.
• Adverse conditions in the macroeconomic environment, including inflation and recessionary conditions, could impact the company's performance.
• The company faces risks related to cybersecurity threats and data breaches.
• The company's revenue is subject to volatility due to the timing, duration, and value of multi-year subscription lease contracts.
• The company's success depends on its ability to develop and market new products to address the industry's rapidly changing technology.

Future Outlook

The company is focused on completing the merger with Synopsys and continuing to innovate in engineering simulation software and services.

Industry Context

The engineering software simulation market is strong and growing, driven by the need for rapid, quality innovation in a cost-efficient manner.

Comparison to Industry Standards

• The peer group used to assess the competitiveness of our 2024 compensation consisted of the following companies: Akamai Technologies, Inc., Synopsys, Inc., Autodesk, Inc., The Trade Desk, Inc., Cadence Design Systems, Inc., Twilio Inc., Datadog, Inc., Tyler Technologies, Inc., DocuSign, Inc., Veeva Systems, Inc., HubSpot, Inc., Verisign, Inc., Paycom Software, Inc., Workday, Inc., PTC Inc., Zscaler, Inc., ServiceNow, Inc.
• We ranked at the 31st percentile on revenue, 46th percentile on 30-day average market cap, and 56th on a market cap/revenue multiple basis within this group when Compensia conducted the analysis in July 2024.

Stakeholder Impact

• Stockholders are asked to vote on key proposals that will impact the company's governance and direction.
• Employees are affected by the company's compensation policies and practices.
• Customers benefit from the company's investments in product innovation.
• The community benefits from the company's corporate responsibility program.

Next Steps

• Stockholders are urged to submit their vote via the internet, telephone, or mail.
• The company will hold the annual meeting virtually on June 27, 2025.
• The company will continue to work towards completing the merger with Synopsys.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, Deloitte & Touche, stockholder proposal, corporate governance, Synopsys, merger, ACV, simulation, Ansys