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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of report (Date of earliest event reported)
March 6, 2019
 
PTC Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Massachusetts
(State or Other Jurisdiction of Incorporation)
 
0-18059
04-2866152
(Commission File Number)
(IRS Employer Identification No.)
 
121 Seaport Boulevard
Boston, Massachusetts
 
02210
(Address of Principal Executive Offices)
(Zip Code)
 
(781) 370-5000
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 (see General Instruction A.2. below):
 
☐
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))
 
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. ☐
 
 
 
 
 
Section 5 – Corporate Governance and Management
 
Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Approval of Amendment to 2000 Equity Incentive Plan
 
On March 6, 2019, at the 2019 Annual Meeting of Stockholders, PTC stockholders approved an amendment to PTC’s 2000 Equity Incentive Plan (2000 EIP) increasing by 6,000,000 the number of shares available for issuance under the 2000 EIP to 44,300,000.  All other terms and conditions of the 2000 EIP remained the same.
 
The 2000 EIP provides for grants of stock options, stock, restricted stock, restricted stock units and stock appreciation rights to employees (including our executive officers), directors and consultants capable of contributing to the success of PTC.  This description of the 2000 EIP is qualified in its entirety by the full text of 2000 EIP, which is filed as Exhibit 10 and incorporated into this description by this reference. 
 
Item 5.07 
Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Stockholders was held on March 6, 2019. Four proposals were before the meeting:
 
●
Elect nine directors to serve until the 2020 Annual Meeting of Stockholders;
 
●
Vote to increase the number of shares authorized for issuance under the 2000 Equity Incentive Plan;
 
●
Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);
 
●
Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the current fiscal year.
 
 
The votes with respect to the proposals are set forth below.
 
Elect Nine Directors to Serve until the 2020 Annual Meeting of Stockholders.
 
For
 
Withheld
 
Broker Non-Votes
Janice Chaffin
 
104,680,137
 
 
2,204,470
 
 
4,092,418
 
Phillip Fernandez
 
106,115,487
 
 
769,120
 
 
4,092,418
Donald Grierson
 
102,648,028
 
 
4,236,579
 
 
4,092,418
James Heppelmann
 
106,633,985
 
 
250,622
 
 
4,092,418
Klaus Hoehn
 
106,273,731
 
 
610,876
 
 
4,092,418
Paul Lacy
 
104,483,903
 
 
2,400,704
 
 
4,092,418
Corinna Lathan
 
106,161,768
 
 
722,839
 
 
4,092,418
Blake Moret
 
101,654,291
 
 
5,230,316
 
 
4,092,418
Robert Schechter
 
104,835,924
 
 
2,048,683
 
 
4,092,418
 
Vote to Increase the Number of Shares Authorized for Issuance Under the 2000 Equity Incentive Plan.
For
 
Against
 
Abstain
 
Broker Non-Votes
101,306,638
 
 
5,520,081
 
 
57,888
 
 
4,092,418
 
 
Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay).
For
 
Against
 
Abstain
 
Broker Non-Votes
44,529,270
 
 
62,291,274
 
 
64,063
 
 
4,092,418
 
 
Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as PTC’s Independent Registered Public Accounting Firm for the Current Fiscal Year.
For
 
Against
 
Abstain
 
Broker Non-Votes
106,426,006
 
 
4,502,241
 
 
48,778
 
 
—
 
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01                       
Financial Statements and Exhibits
 
(d)            
Exhibits
 
10*            
2000 Equity Incentive Plan
 
*Indicates a management contract or compensatory plan or arrangement in which an executive officer or director of PTC participates.
 
 
 
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.
 
PTC Inc.
 
 
Date: March 8, 2019
By:
/s/ Aaron C. von Staats
 
 
 
Aaron C. von Staats
 
 
 
General Counsel & Secretary