UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
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 |
Name of each exchange | ||
(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 5.07. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 12, 2021, the Board of Directors (the “Board”) of ANSYS, Inc. (the “Company”) voted to increase the size of the Board from eight to nine directors and to increase the size of Class I from three to four directors. On March 12, 2021, the Board elected Jim Frankola to the Board to fill the resulting vacancy. Mr. Frankola will serve as a Class I director for the term expiring on the date of the Company’s 2021 Annual Meeting. He was also appointed to the Board’s Audit Committee.
Mr. Frankola will participate in the Company’s non-employee director compensation program, which is described on page 21 of the Company’s proxy statement for its 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 31, 2020. In connection with his appointment to the Board, Mr. Frankola will receive a pro-rated annual cash retainer for his board and committee service and a pro-rated grant of restricted stock units with a grant date of March 12, 2021. The RSUs granted to Mr. Frankola will vest on the date of the Company’s 2021 Annual Meeting. In addition, the Company will enter into its standard Non-Employee Director Indemnification Agreement and Confidentiality Agreement with Mr. Frankola.
There are no arrangements or understandings between Mr. Frankola and any other persons pursuant to which he was selected as director of the Company. Mr. Frankola does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Frankola to the Board is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit number |
Description | |
| 99.1 | Press release dated March 15, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| ANSYS, INC. | ||||||
| Date: March 15, 2021 | By: | /s/ Janet Lee | ||||
| Janet Lee | ||||||
| Vice President, General Counsel and Secretary | ||||||
Exhibit 99.1
|
Contact | Investors | Annette N. Arribas, IRC 724.820.3700 annette.arribas@ansys.com | |||||
| NEWS RELEASE | Media | Mary Kate Joyce 724.820.4368 marykate.joyce@ansys.com |
ANSYS APPOINTS JIM FRANKOLA TO
THE BOARD OF DIRECTORS
Newest director strengthens executive expertise in business transformation and corporate governance
PITTSBURGH, March 15, 2021 – Ansys (NASDAQ: ANSS) today announced that Jim Frankola accepted an appointment to the Ansys Board of Directors, effective March 12, 2021 – bringing with him more than 25 years of business transformation, corporate governance and financial experience.
Frankola is the chief financial officer (CFO) of Cloudera, an enterprise data cloud company. He previously served as CFO of Yodlee, Inc., a data aggregation and data analytics platform company, and CFO of Ariba, Inc., a software and information technology services company. In addition to his CFO roles, Frankola has held various senior positions in financial and business management at global industry-leading companies including IBM and Avery Dennison Corporation, and served on the board of ActivIDentity Corporation, a credentials management and authentication company.
Throughout his career, Frankola’s expertise has helped businesses innovate to accelerate growth. Under his leadership, Cloudera and Ariba transitioned into software-as-a-service business models, re-platforming core technology and innovating go-to-market strategies, resulting in double-digit improvements in operating margins and organic growth.
“We are proud to welcome Jim to the Ansys board,” said Ronald W. Hovsepian, Ansys chairman of the board. “He has a decades-long track record of solving difficult business challenges as well as driving data-driven growth and business transformation. His proven ability to incorporate governance and financial know-how into strategic decision-making makes him an ideal addition to the Board’s Audit Committee.”
“Jim is an accomplished leader with an exceptional background in business strategy, development and cloud-based transformation,” said Ajei Gopal, president and CEO of Ansys. “His skillset and experience will help to lay the groundwork for Ansys to meet our aggressive growth targets.”
About Ansys
If you’ve ever seen a rocket launch, flown on an airplane, driven a car, used a computer, touched a mobile device, crossed a bridge or put on wearable technology, chances are you’ve used a product where Ansys software played a critical role in its creation. Ansys is the global leader in engineering simulation. Through our strategy of Pervasive Engineering Simulation, we help the world’s most innovative companies deliver radically better products to their customers. By offering the best and broadest portfolio of engineering simulation software, we help them solve the most complex design challenges and create products limited only by imagination. Founded in 1970, Ansys is headquartered south of Pittsburgh, Pennsylvania, U.S.A. Visit www.ansys.com for more information.
Ansys and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners.
ANSS-F