COMPENSATION COMMITTEE REPORT
Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (the
“CD&A”) for Fiscal 2018 with management, and has recommended to our Board of Directors that the CD&A be included in our proxy statement for Fiscal 2018, and be incorporated by reference into our Annual Report on Form 10-K for
Fiscal 2018 for filing with the Securities and Exchange Commission.
Compensation Committee
Mr. Dubois, Chair
Ms. Dorchak
Mr. Hovesepian
Mr. McDermott
The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed
filed or incorporated by reference into any other filing of ANSYS under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates the Report by reference therein.
2019 ANSYS Proxy Statement
35
COMPENSATION POLICIES AND PRACTICES RELATED TO RISK
MANAGEMENT
The Compensation Committee, with the assistance of Compensia, assesses and considers potential risks when
reviewing and approving our compensation policies and practices for the executive officers and our employees, with particular attention to risks related to the Company’s use of, and degree of use of, equity and incentive-based
compensation as a portion of the total compensation paid to the executive officers. We have designed our compensation programs, including our incentive compensation plans, with features to address potential risks while rewarding
employees for achieving financial and strategic objectives through prudent business judgement and appropriate risk taking.
Based
upon its assessment, the Compensation Committee believes that any risks arising from our compensat
ion programs do not create disproportionate incentives for our employees to take risks that are
reasonably likely to have a material adverse impact on us in the future.
Our Compensation Committee considered the following elements of our compensation plans and policies when
evaluating whether our plans and policies encourage our executives and employees to take unreasonable risks:
•
|
Our base salary component of compensation does not encourage risk taking because it is a fixed amount.
|
•
|
Our performance-based cash bonus awards are based, in part, on the achievement of at least two quantitative
performance measures, thus diversifying the risk associated with any single indicator of performance.
|
•
|
Awards under our performance-based cash bonus programs
are based on overall performance and qualitative individual goals that vary depending on each executive’s role, which limits the risk associated with awarding cash bonuses based solely
on Company financial performance metrics.
|
•
|
Assuming achievement of a threshold level of performance, payouts under our performance-based plans result in some
compensation at levels below full target achievement rather than an “all-or- nothing” approach, which could engender excessive risk taking.
|
•
|
We award our executives PSUs that are earned based, in part, on the performance of our common stock
over a cumulative 3-year period providing them with strong incentives to increase stockholder value over the long-term. This plan is capped at 200% of target awards to prevent excessive compensation or risk taking on the
part of the participants.
|
•
|
Our Compensation Committee determines achievement levels under the Company’s performance-based cash bonus program in
its discretion after reviewing Company and executive performance and which program similarly caps pay-outs to prevent excessive compensation or risk-taking.
|
•
|
We maintain a robust clawback policy.
|
•
|
Our executive stock ownership policy requires executives to hold equity equal to a minimum of two or three times their base
salary, or, in the case of our CEO, equal to a minimum of five times his base salary, and at least half of that minimum must be comprised of shares of our stock, which aligns an appropriate portion of their personal wealth
to our long-term performance. Executives must attain the levels described above within five years of becoming subject to this policy.
|
SUMMARY COMPENSATION
TABLE (FISCAL YEARS 2018, 2017 and 2016)
|
Name and
Principal Position
|
Year
|
Salary ($)
|
Bonus
($)
(1)
|
Stock Awards ($)
(2)
|
Option
Awards($)
(3)
|
Non-Equity
Incentive
Plan ($)
(4)
|
Change in
Pension
Value &
Non-qualified
Deferred
Earnings ($)
|
All Other
($)
(5)
|
Total
|
Ajei S. Gopal, President and
Chief Executive Officer
|
2018
|
$768,750
|
$210,000
|
$8,214,921
|
—
|
$938,257
|
—
|
$32,256
|
$10,164,184
|
2017
|
$750,000
|
$205,537
|
$8,339,153
|
—
|
$769,463
|
—
|
$234,903
|
$10,299,056
|
2016
|
$183,333
|
$201,000
|
$5,000,000
|
$5,000,000
|
—
|
—
|
$29,616
|
$10,413,949
|
Maria T. Shields, Senior Vice President and Chief Financial Officer
|
2018
|
$396,700
|
$93,656
|
$2,939,148
|
—
|
$272,450
|
—
|
$10,813
|
$3,712,767
|
2017
|
$384,750
|
$90,938
|
$3,161,198
|
—
|
$263,428
|
—
|
$11,413
|
$3,911,727
|
2016
|
$370,833
|
$268,470
|
$1,393,672
|
|
—
|
—
|
$11,818
|
$2,044,793
|
Richard S.
Mahoney,
Senior Vice President,
Worldwide Sales and
Customer
Excellence
|
2018
|
$378,325
|
$142,913
|
$3,001,612
|
|
$346,448
|
|
$20,586
|
$3,889,884
|
2017
|
$370,000
|
$138,750
|
$2,305,657
|
—
|
$334,943
|
—
|
$53,683
|
$3,203,033
|
2016
|
$21,109
|
—
|
$554,940
|
$738,987
|
—
|
—
|
—
|
$1,315,036
|
Shane Emswiler, Vice President and General Manager, Mechanical, Fluids and Electronics
Business Units
|
2018
|
$266,864
|
$60,480
|
$1,731,187
|
—
|
$146,616
|
—
|
$10,041
|
$2,215,188
|
2017
|
$259,153
|
$97,875
|
$1,723,856
|
—
|
$94,508
|
—
|
$8,649
|
$2,184,041
|
Janet Lee, Vice President,
General Counsel and Secretary
|
2018
|
$316,975
|
$59,869
|
$1,191,803
|
—
|
$174,161
|
—
|
$84,969
|
$1,827,777
|
36
2019 ANSYS Proxy Statement
(1)
Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2018 that is tied to individual results as described in more detail in “Compensation Discussion and Analysis” beginning
on page 25.
(2)
The values set forth in this column are based on the aggregate grant date fair values of RSU and PSU awards computed in accordance with FASB ASC Topic 718. The grant date fair values of RSU and PSU awards with operating
performance metrics are computed based upon the closing price per share of ANSYS’ stock on the date of grant. The grant date fair values of TSR-based PSUs are computed using a Monte Carlo simulation model. A discussion of the relevant
assumptions made in the valuation of these awards is provided in Note 12 of the Form 10-K. These amounts reflect fair values of these awards on the grant dates, and do not correspond to the actual values that may be recognized by the
named executive officer.
The following table sets forth the aggregate grant date fair values for the PSUs reflected in the 2018 rows of
this column assuming the highest level of performance conditions will be achieved.
Named Executive Officer
|
Maximum Value
|
Gopal
|
2018 PSU Award - TSR
|
$2,051,832
|
2018 PSU Award – Revenue and Operating Margin (2018) Tranche
|
$2,320,296
|
2017 PSU Award – Revenue and Operating Margin (2018) Tranche
|
$3,356,683
|
Shields
|
2018 PSU Award - TSR
|
$675,762
|
2018 PSU Award – Revenue and Operating Margin
(2018) Tranche
|
$764,252
|
2017 PSU Award – Revenue and Operating Margin
(2018) Tranche
|
$1,127,568
|
2016 PSU Award – Revenue and Operating Margin
(2018) Tranche
|
$333,392
|
Mahoney
|
2018 PSU Award - TSR
|
$796,571
|
2018 PSU Award – Revenue and Operating Margin (2018) Tranche
|
$900,753
|
2017 PSU Award – Revenue and Operating Margin (2018) Tranche
|
$928,075
|
Emswiler
|
2018 PSU Award - TSR
|
$434,528
|
2018 PSU Award – Revenue and Operating Margin
(2018) Tranche
|
$491,359
|
2017 PSU Award – Revenue and Operating Margin
(2018) Tranche
|
$693,888
|
Lee
|
2018 PSU Award - TSR
|
$373,932
|
2018 PSU Award – Revenue and Operating Margin (2018) Tranche
|
$423,055
|
(3)
The values set forth in this column are based on the aggregate grant date fair values of option awards computed in accordance with FASB ASC Topic 718. The grant date fair values of the option awards are computed based upon
the Black-Scholes option pricing model. A discussion of the relevant assumptions made in the valuation of these awards is provided in Note 12 of the Form 10-K. These amounts reflect fair values of these awards on the grant dates, and
do not correspond to the actual values that may be recognized by the named executive officers. There were no stock options granted to named executive officers in 2017 or 2018.
(4)
Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2018 that is tied to Company financial results as described in more detail in “Compensation Discussion and Analysis”
beginning on page 25.
(5)
2018 amounts for Dr. Gopal consist of a relocation payment of $21,443 and contributions to the 401(k) plan in the amount of $10,813. For 2018, amounts for Mr. Mahoney consist of a relocation payment of $9,773 and
contributions to the 401(k) plan in the amount of $10,813. For 2018, amounts for Ms. Lee consist of a relocation payment of $76,995, and contributions to the 401(k) plan in the amount of $7,974. For 2018, amounts for Ms. Shields and
Mr. Emswiler consist of contributions to the 401(k) plan in the amounts of $10,813 and $10,041, respectively.
2019 ANSYS Proxy Statement
37
GRANTS OF PLAN-BASED AWARDS
IN FISCAL YEAR 2018
|
Name
|
Grant Date
|
Compensation
Committee
Approval Date
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Award
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All Other
Stock
|
All Other
Option
|
Exercise or
Base Price
of Option
Award
($/Sh)
|
Grant Date Fair Value
of Stock
and Option
Awards ($)
|
Threshold
($)
|
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Awards:
Number of
Shares of
Stock Or
Units (#)
|
Awards:
Number of
Securities
Underlying
Options
|
Ajei S.
Gopal,
President
and Chief Executive Officer
|
(1)
|
2/15/18
|
559,938
|
658,750
|
1,317,500
|
|
|
|
|
|
|
|
(2)
3/3/2018
|
2/15/18
|
|
|
|
1,712
|
7,134
|
14,267
|
|
|
|
|
(3) 3/3/2018
|
2/15/18
|
|
|
|
446
|
5,350
|
10,700
|
|
|
|
$1,025,916
|
(4) 3/3/2018
|
2/15/18
|
|
|
|
|
|
|
26,751
|
|
|
$4,350,515
|
(5) 3/5/2017
|
2/15/18
|
|
|
|
2,477
|
10,320
|
20,640
|
|
|
|
$1,678,342
|
Maria T.
Shields,
Senior Vice
President and Chief
Financial Officer
|
(1)
|
2/15/18
|
191,059
|
224,775
|
337,163
|
|
|
|
|
|
|
|
(2) 3/3/2018
|
2/15/18
|
|
|
|
564
|
2,350
|
4,699
|
|
|
|
$382,126
|
(3) 3/3/2018
|
2/15/18
|
|
|
|
147
|
1,762
|
3,524
|
|
|
|
$337,881
|
(4) 3/3/2018
|
2/15/18
|
|
|
|
|
|
|
8,812
|
|
|
$1,433,096
|
(5) 3/5/2017
|
2/15/18
|
|
|
|
832
|
3,467
|
6,933
|
|
|
|
$563,784
|
(6) 3/5/2016
|
2/15/18
|
|
|
|
328
|
1,367
|
2,050
|
|
|
|
$222,261
|
Richard S.
Mahoney,
Senior Vice President,
Worldwide Sales and Customer
Excellence
|
(1)
|
2/15/18
|
242,951
|
285,825
|
428,738
|
|
|
|
|
|
|
|
(2) 3/3/2018
|
2/15/18
|
|
|
|
665
|
2,769
|
5,539
|
|
|
|
$450,377
|
(3) 3/3/2018
|
2/15/18
|
|
|
|
173
|
2,077
|
4,154
|
|
|
|
$398,286
|
(4) 3/3/2018
|
2/15/18
|
|
|
|
|
|
|
10,385
|
|
|
$1,688,913
|
(5) 3/5/2017
|
2/15/18
|
|
|
|
685
|
2,853
|
5,707
|
|
|
|
$464,038
|
Shane
Emswiler,
Vice
President and General
Manager, Mechanical,
Fluids and Electronics Business
Units
|
(1)
|
2/15/18
|
102,816
|
120,960
|
181,440
|
|
|
|
|
|
|
|
(2) 3/3/2018
|
2/15/18
|
|
|
|
363
|
1,511
|
3,021
|
|
|
|
$245,680
|
(3) 3/3/2018
|
2/15/18
|
|
|
|
94
|
1,133
|
2,266
|
|
|
|
$217,264
|
(4) 3/3/2018
|
2/15/18
|
|
|
|
|
|
|
5,665
|
|
|
$921,299
|
(5) 3/5/2017
|
2/15/18
|
|
|
|
512
|
2,133
|
4,267
|
|
|
|
$346,944
|
Janet Lee, Vice President, General Counsel and Secretary
|
(1)
|
2/15/18
|
122,132
|
143,685
|
215,528
|
|
|
|
|
|
|
|
(2) 3/3/2018
|
2/15/18
|
|
|
|
312
|
1,301
|
2,601
|
|
|
|
$211,527
|
(3) 3/3/2018
|
2/15/18
|
|
|
|
81
|
975
|
1,950
|
|
|
|
$186,966
|
(4)
3/3/2018
|
2/15/18
|
|
|
|
|
|
|
4,878
|
|
|
$793,309
|
(1) Amount represents the portion of the Performance Based Cash Bonus that is tied to Company results as
described on page 29.
(2) Amount represents a grant of PSUs under our Fifth Amended and Restated 1996 Stock Option and Grant Plan (the
“Plan”) which are is earned based on achievement of a revenue and operating margin goal for fiscal 2018 only, and with the goals applicable to the 2019 and 2020 annual sub-performance periods established or to be established, as
applicable, in the first quarter of such year.
(3) Amount represents a grant of PSUs under our Plan, which are earned based on the achievement of a relative TSR
goal over a three-year performance period.
(4) Amount represents a grant of time-based RSUs with a three-year vesting period under our Plan.
(5) Amount represents a grant of PSUs under our Plan, and for which the revenue and operating margin goal is
established in the first quarter of each year within the three-year performance period. The Compensation Committee established the revenue and operating margin goal for the 2017 tranche of the 2017 PSU awards on February 15, 2018.
(6) Amount represents a grant of PSUs under our Plan, and for which the revenue and operating margin goal is
established in the first quarter of each year within the three-year performance period. The Compensation Committee established the revenue and operating margin goal for the 2018 tranche of the 2016 PSU awards on February 15, 2018.
38
2019 ANSYS Proxy Statement
OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2018
|
Option Awards
|
Stock Awards
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive
P
lan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
|
Market Value
of Shares or Units of Stock
That Have Not Vested ($) (16)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have Not
Vested (#)
|
Equity Incentive
Plan Awards: Market or
Payout Value of Unearned
Shares, Units or Other
Rights
That Have Not
Vested
($) (16)
|
|
Ajei S. Gopal, President and Chief Executive Officer
|
104,440
|
104,442
|
|
95.09
|
8/31/2026
|
|
|
|
|
(1)
|
|
|
|
|
|
17,527
|
2,505,309
|
|
|
(2)
|
|
|
|
|
|
29,025
|
4,148,834
|
|
|
(3)
|
|
|
|
|
|
26,751
|
3,823,788
|
|
|
(4)
|
|
|
|
|
|
34,400
|
4,917,136
|
17,200
|
2,458,568
|
(5)
|
|
|
|
|
|
7,740
|
1,106,356
|
5,160
|
737,570
|
(6)
|
|
|
|
|
|
14,266
|
2,039,182
|
28,535
|
4,078,793
|
(7)
|
|
|
|
|
|
|
|
10,700
|
1,529,458
|
(8)
|
Maria T. Shields,
Senior Vice
President and
Chief Financial Officer
|
12,000
|
|
|
48.97
|
11/15/2020
|
|
|
|
|
|
31,000
|
|
|
58.67
|
11/14/2021
|
|
|
|
|
|
18,000
|
|
|
67.44
|
11/14/2022
|
|
|
|
|
|
|
|
|
|
|
1,900
|
271,586
|
|
|
(9)
|
|
|
|
|
|
4,100
|
586,054
|
|
|
(10)
|
|
|
|
|
|
12,459
|
1,780,889
|
|
|
(3)
|
|
|
|
|
|
8,812
|
1,259,587
|
|
|
(4)
|
|
|
|
|
|
5,738
|
820,190
|
|
|
(11)
|
|
|
|
|
|
4,099
|
585,911
|
|
|
(12)
|
|
|
|
|
|
11,556
|
1,651,815
|
5,778
|
825,907
|
(5)
|
|
|
|
|
|
2,600
|
371,644
|
1,733
|
247,715
|
(6)
|
|
|
|
|
|
4,699
|
671,675
|
9,399
|
1,343,493
|
(7)
|
|
|
|
|
|
|
|
3,524
|
503,721
|
(8)
|
Richard S. Mahoney, Senior Vice President, Worldwide Sales and Customer Excellence
|
7,500
|
15,000
|
|
92.49
|
12/30/2026
|
|
|
|
|
(13)
|
|
|
|
|
|
3,000
|
428,820
|
|
|
(14)
|
|
|
|
|
|
8,025
|
1,147,094
|
|
|
(3)
|
|
|
|
|
|
10,385
|
1,484,432
|
|
|
(4)
|
|
|
|
|
|
9,512
|
1,359,645
|
4,756
|
679,823
|
(5)
|
|
|
|
|
|
2,140
|
305,892
|
1,427
|
203,975
|
(6)
|
|
|
|
|
|
5,539
|
791,745
|
11,077
|
1,583,346
|
(7)
|
|
|
|
|
|
|
|
4,154
|
593,773
|
(8)
|
Shane Emswiler, Vice
President
and
General
Manager,
Mechanical, Fluids and
Electronics Business Units
|
|
|
|
|
|
912
|
130,361
|
|
|
(9)
|
|
|
|
|
|
3,000
|
428,820
|
|
|
(10)
|
|
|
|
|
|
1,096
|
156,662
|
|
|
(15)
|
|
|
|
|
|
5,665
|
809,755
|
|
|
(4)
|
|
|
|
|
|
7,112
|
1,016,589
|
3,556
|
508,295
|
(5)
|
|
|
|
|
|
1,600
|
228,704
|
1,067
|
152,517
|
(6)
|
|
|
|
|
|
3,021
|
431,882
|
6,043
|
863,786
|
(7)
|
|
|
|
|
|
|
|
2,266
|
323,902
|
(8)
|
Janet Lee, Vice President, General Counsel and Secretary
|
|
|
|
|
|
2,465
|
352,347
|
|
|
(17)
|
|
|
|
|
|
4,878
|
697,261
|
|
|
(4)
|
|
|
|
|
|
2,601
|
371,787
|
5,203
|
743,717
|
(7)
|
|
|
|
|
|
|
|
1,950
|
278,733
|
(8)
|
Footnotes on following page.
2019 ANSYS Proxy Statement
39
(1) Amount represents a grant of time-based stock options on August 31, 2016 under our Plan with a four-year
ratable vesting period on each anniversary date of the date of grant.
(2) Amount represents a grant of time-based RSUs on August 31, 2016 under our Plan with a three-year ratable
vesting period on each anniversary date of the date of grant.
(3) Amount represents a grant of time-based RSUs on March 5, 2017 under our Plan with a four-year ratable vesting
period on each anniversary date of the date of grant.
(4) Amount represents a grant of time-based RSUs on March 3, 2018 under our Plan with a three-year ratable
vesting period on each anniversary of the date of grant.
(5) Amount represents a grant on March 5, 2017 of PSUs under our Plan. The Compensation Committee established
performance goals based on revenue and operating margin as described on page 30. The “Number of Shares or Units of Stock That Have Not Vested” column includes PSUs for which the performance conditions of the 2017 and 2018 tranches have
been achieved, but the award continues to be subject to the three-year vesting requirement contingent on a grantee’s continued employment through the end of such period. The “Equity Incentive Plan Awards: Number of Unearned Shares,
Units or Other Rights That Have Not Vested” column includes PSUs for which the performance conditions of the 2019 tranche have not been achieved and which will remain unvested until the Compensation Committee certifies achievement of
the goals after the end of the three-year period.
(6)
Amount
represents a grant on March 5, 2017 of PSUs under our Plan. The Compensation Committee established performance goals based on total shareholder return as described on page 30. The “Number of Shares or Units of Stock That Have Not
Vested” column includes PSUs for which the performance conditions of the 2017 and 2018 tranches have been achieved, but the award continues to be subject to the three-year vesting requirement contingent on a grantee’s continued
employment through the end of such period. The “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column includes PSUs for which the performance conditions of the 2019 tranche have not
been achieved and which will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year period.
(7) Amount represents a grant on March 3, 2018 of PSUs under our Plan. The Compensation Committee established
performance goals based on revenue and operating margin as described on page 30. The “Number of Shares or Units of Stock That Have Not Vested” column includes PSUs for which the performance conditions of the 2018 tranche have been
achieved, but the award continues to be subject to the three-year vesting requirement contingent on a grantee’s continued employment through the end of such period. The “Equity Incentive Plan Awards: Number of Unearned Shares, Units or
Other Rights That Have Not Vested” column includes PSUs for which the performance conditions of the 2019 and 2020 tranches have not been achieved and which will remain unvested until the Compensation Committee certifies achievement of
the goals after the end of the three-year period.
(8) Amount represents a grant on March 3, 2018 of PSUs under our Plan. The Compensation Committee established
performance goals based on total shareholder return as described on page
30. The performance period of the PSUs is for a three-year
cumulative period and the performance conditions will not be achieved until the end of such three-year performance period and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the
three-year performance period.
(9) Amount represents a grant of time-based RSUs on March 5, 2015 under our Plan with a four-year ratable vesting
period on each anniversary date of the date of grant.
(10) Amount represents a grant of time-based RSUs on March 5, 2016 under our Plan with a four-year ratable
vesting period on each anniversary date of the date of grant.
(11) Amount represents a grant on March 5, 2016 of PSUs under our Plan. The Compensation Committee established
performance goals based on total shareholder return. The performance conditions applicable to the PSUs have been achieved, but the award remained unvested until the Compensation Committee fully certified achievement of the goals and
payment in the first quarter of 2019.
(12) Amount represents a grant on March 5, 2016 of PSUs under our Plan. The Compensation Committee established
performance goals based on revenue and operating margin. The performance conditions applicable to the PSUs have been achieved, but the award remained unvested until the Compensation Committee fully certified achievement of the goals and
payment in the first quarter of 2019.
(13) Amount represents a grant of time-based stock options on December 30, 2016 under our Plan with a three-year
ratable vesting period on each anniversary date of the date of grant.
(14) Amount represents a grant of time-based RSUs on December 30, 2016 under our Plan with a four-year ratable
vesting period on each anniversary of the date of grant.
(15) Amount represents a grant of time-based RSUs on November 15, 2016 under our Plan with a four-year ratable
vesting period on each anniversary of the date of grant.
(16) Determined based on a the closing price per share of the Company’s common stock on December 31, 2018
($142.94), the last business day of the year.
(17) Amount represents a grant of time-based RSUs on June 30, 2017 under our Plan with a three-year ratable
vesting period on each anniversary of the date of grant.
40
2019 ANSYS Proxy Statement
OPTION EXERCISES AND VESTED STOCK IN FISCAL YEAR 2018
|
|
Option Awards
|
Stock Awards
|
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value
Realized on Exercise ($)
|
Number of Shares
Acquired on Vesting (#)
|
Value
Realized on Vesting ($)
|
Ajei S. Gopal, President and Chief Executive Officer
|
0
|
0
|
37,522
|
6,514,799
|
Maria T. Shields, Senior Vice President and Chief Financial Officer
|
25,000
|
2,887,286
|
20,466
|
3,331,405
|
Richard S. Mahoney,
Senior Vice President,
Worldwide Sales and
Customer Excellence
|
7,500
|
412,787
|
7,027
|
1,114,265
|
Shane Emswiler, Vice
President and General
Manager, Mechanical,
Fluids and Electronics
Business Units
|
0
|
0
|
11,650
|
1,893,950
|
Janet Lee, Vice President, General Counsel and Secretary
|
0
|
0
|
822
|
$143,176
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
UNDER EMPLOYMENT OR OTHER AGREEMENTS
Except as otherwise provided, the following table sets forth the potential payments and the value of other
benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, or a “change in control” of ANSYS, or a change in the named executive officer’s responsibilities, as such scenarios are
contemplated in the contracts, agreements, plans or arrangements described in “Compensation Discussion and Analysis.”
The table assumes that employment termination and/or the change in control occurred on December 31, 2018 and a
valuation of our common stock based on its closing market price per share on December 31, 2018 of $142.94. The table also assumes that each named executive officer will take all action necessary or appropriate for such person to receive
the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described in “Compensation Discussion and Analysis.”
2019 ANSYS Proxy Statement
41
Event
|
Ajei S. Gopal
|
Maria T. Shields
|
Richard S.
Mahoney
|
Shane Emswiler
|
Janet Lee
|
Retirement
|
No Payments
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Total
|
$0
|
$0
|
$0
|
$0
|
$0
|
Termination without Cause
and Involuntary Termination for Good Reason (other than related to a Change in Control)
(1)
|
Cash Severance Payment
|
$1,550,000
|
$199,800
|
$190,550
|
$134,400
|
$159,650
|
Annual Bonus at Target
|
$1,550,000
|
$599,400
|
$799,200
|
$322,560
|
$383,160
|
Accelerated RSUs
|
$7,820,390
|
$0
|
$0
|
$0
|
$0
|
Outplacement Services
|
$0
|
$15,000
|
$15,000
|
$15,000
|
$15,000
|
Continued Health Care Benefits
|
$48,376
|
$24,188
|
$18,859
|
$17,133
|
$22,029
|
Total
|
$10,968,766
|
$838,388
|
$1,023,609
|
$489,093
|
$579,839
|
Death
(2)
|
Accelerated RSUs
|
$10,477,931
|
$3,510,892
|
$3,060,345
|
$2,383,096
|
$1,049,608
|
Prorated PSUs
(assumed at target)
|
$7,023,490
|
$3,754,951
|
$2,122,270
|
$1,460,043
|
$294,284
|
Total
|
$17,501,421
|
$7,265,844
|
$5,182,615
|
$3,843,139
|
$1,343,892
|
Disability
(2)
|
Accelerated RSUs
|
$10,477,931
|
$3,510,892
|
$3,060,345
|
$2,383,096
|
$1,049,608
|
Prorated PSUs
(assumed at target)
|
$7,023,490
|
$3,754,951
|
$2,122,270
|
$1,460,043
|
$294,284
|
Total
|
$17,501,421
|
$7,265,844
|
$5,182,615
|
$3,843,139
|
$1,343,892
|
Voluntary Termination and Termination for Cause
|
No Payments
|
$N/A
|
$N/A
|
$N/A
|
$N/A
|
$N/A
|
Total
|
$0
|
$0
|
$0
|
$0
|
$0
|
Change in Control with
Termination
(3)
|
Prorated Annual Cash
Incentive Compensation
|
$1,550,000
|
$599,400
|
$763,600
|
$322,560
|
$383,160
|
Accelerated Stock Options
|
$4,997,550
|
$0
|
$756,750
|
$0
|
$0
|
Accelerated RSUs
|
$10,477,931
|
$3,510,892
|
$3,060,345
|
$2,383,096
|
$1,049,608
|
PSUs (assumed at target)
|
$12,219,083
|
$5,479,105
|
$3,919,558
|
$2,550,335
|
$882,940
|
Cash Severance Payment
|
$1,550,000
|
$399,600
|
$381,100
|
$268,800
|
$319,300
|
Continued Health Care Benefits
|
$48,376
|
$24,188
|
$18,859
|
$17,133
|
$22,029
|
Outplacement Services
|
$0
|
$15,000
|
$15,000
|
$15,000
|
$15,000
|
Total
|
$30,842,940
|
$10,028,185
|
$8,915,212
|
$5,556,924
|
$2,672,037
|
(1) Dr. Gopal is the only named executive officer who receives severance benefits in the event he terminates
employment with the Company for good reason (as defined in his employment agreement) unrelated to a change in control. A description of his employment agreement is in “Compensation Discussion and Analysis.”
(2) The RSU and PSU award agreements applicable to the 2018 equity incentive awards granted to the named
executive officers provide that, in the event of death or disability, such awards will vest. In the case of the RSU awards, the awards will vest in full and, in the case of the PSUs awards, such awards will pro-rata vest and continue to
be contingent upon the attainment of the
performance goals as determined by the Compensation Committee after the end of the
applicable performance period.
(3) As described in “Compensation Discussion and Analysis,” Dr. Gopal’s employment agreement and the Executive
Severance Plan, in the case of the other named executive officers, provides for severance payments and benefits in connection with a termination without cause by the Company or a termination for “good reason” (as defined in Dr. Gopal’s
employment agreement and the Executive Severance Plan, as applicable) by the executive in connection with a change in control.
42
2019 ANSYS Proxy Statement
2018 CEO PAY RATIO
The SEC requires disclosure of the annual total compensation of our President and CEO, Dr. Gopal, the annual
total compensation of our “median employee” (determined by excluding our President and CEO), and the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in
accordance with SEC rules applicable to the Summary Compensation Table).
For fiscal 2018, the values are as follows:
•
|
Dr. Gopal’s annual total compensation – $10,164,184
|
•
|
Median employee’s annual total compensation – $142,631
|
•
|
Ratio of Dr. Gopal’s to the median employee’s annual total compensation 71:1
|
Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, ANSYS may identify
its median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been
no change in the employee population or employee
compensation arrangements that we reasonably believe would result in a
significant change to our pay ratio disclosure.
We have reviewed our employee population and as of October 1, 2018, we employed approximately 3,544 persons
globally.
In addition, we have reviewed our employee population and compensatory arrangements for fiscal 2018, and have determined
that there have been no changes which would significantly impact the pay ratio disclosure and require us to identify a new median employee. As a result, the Company has re-identified the same median employee as it did in its CEO pay
ratio disclosure included in its proxy statement filed with the SEC on April 6, 2018.
We identified the median employee for last year’s proxy statement by (i) aggregating for each applicable
employee (A) annual base salary for permanent employees as of October 2, 2017 (or for hourly employees, the hourly compensation rate multiplied by the target annual work schedule), (B) the target bonus for 2017, and (C) the accounting
value of any equity awards granted during 2017, and
(ii) ranking this compensation measure for our employees from lowest to
highest. This calculation was performed for all employees, excluding Dr. Gopal, whether employed on a full-time, part-time, temporary, or seasonal basis. For non-permanent employees that joined the Company during 2017, annual salary
rates were adjusted to account only for the portion of the year that they were employed by the Company. The Company did not use statistical sampling nor did it rely on the data privacy or the de minimis exemption.
Since our median employee is located in South Korea, we converted that employee’s compensation from South
Korean Won to U.S. Dollars at a year-to-date average exchange rate of 1114.49 as of December 31, 2018.
Once we completed our assessment and determined to re-identify our previously identified median employee, we
calculated the median employee’s annual total compensation, as described above, for purposes of developing the comparison of Dr. Gopal’s annual total compensation to such median employee’s annual total compensation.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based
on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation, allow companies to adopt a
variety of methodologies, to apply certain exclusions, and
to make reasonable estimates and assumptions that reflect their
employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation
practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
2019 ANSYS Proxy Statement
43
OWNERSHIP OF OUR COMMON STOCK
Security Ownership of Certain Beneficial
Owners
The following table presents information about persons or entities known to the Company to be beneficial owners
of more than five percent of our common stock as of February 22, 2019. The following information is based solely upon filings of Schedule 13Gs pursuant to the rules of the SEC.
Shares Beneficially Owned
|
Name and Address of Beneficial Owner
|
Number
|
Percent
|
The Vanguard Group, Inc. 100 Vanguard
Boulevard, Malvern, PA 19355
|
8,838,844 (1)
|
10.55%
|
BlackRock Inc. 55 East 52nd Street,
New York, NY 10055
|
6,466,673 (2)
|
7.72%
|
(1)
The
information reported is based on Amendment No. 6 to Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 11, 2019 reporting beneficial ownership as of December 31, 2018. Of the shares beneficially owned, The Vanguard
Group, Inc. has sole power to vote with respect to 106,607 shares, shared power to vote with respect to 17,447 shares, sole power
to
direct disposition with respect to 8,721,491 shares, and shared power to direct disposition with respect to 117,353 shares. The Vanguard Group, Inc. is a parent holding company for the following wholly-owned subsidiaries that own shares
of our Common Stock: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.
(2)
The
information reported is based on Amendment No. 11 to Schedule 13G filed by BlackRock, Inc. with the SEC on February 4, 2019 reporting beneficial ownership as of December 31, 2018. Of the shares beneficially owned, BlackRock, Inc. has
the sole power to vote with respect to 5,648,565 shares and sole power to direct disposition with respect to 6,466,673 shares. BlackRock, Inc. is a parent holding company for the following subsidiaries that own shares of our Common
Stock: BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock
Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock
(Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited, and BlackRock Fund Managers
Ltd.
Security Ownership of Our Management
The following table reflects the number of shares of our common stock beneficially owned (unless otherwise
indicated) by (i) our named executive officers listed in the “Summary Compensation Table” of this proxy statement, (ii) directors and (iii) all of our directors and executive officers as a group, as of the February 22, 2019, based upon
their representations to the Company.
Shares Beneficially Owned
|
Beneficial
Owner
|
Number
(1)
|
Percent
(1)
|
Ajei S. Gopal
(2)
|
179,122
|
*
|
Maria T. Shields
(3)
|
132,903
|
*
|
Shane Emswiler
(4)
|
15,894
|
*
|
Janet Lee
(5)
|
2,390
|
*
|
Richard Mahoney
(6)
|
21,273
|
*
|
James E. Cashman
(7)
|
429,220
|
*
|
Nicole Anasenes
|
0
|
*
|
Glenda Dorchak
|
0
|
*
|
Guy E. Dubois
(8)
|
6,934
|
*
|
Alec. D. Gallimore
|
564
|
*
|
Ronald H.
Hovsepian
(9
)
|
28,777
|
*
|
William R.
McDermott
(10)
|
41,874
|
*
|
Barbara V. Scherer
(11)
|
13,565
|
*
|
Michael C. Thurk
(12)
|
52,054
|
*
|
All Executive Officers and Directors as a group (16
persons)
(13)
|
928,887
|
1.11%
|
*Less than 1% of outstanding shares of Common Stock
44
2019 ANSYS Proxy Statement
(1)
All
amounts have been determined in accordance with Rule 13d-3 under the Exchange Act. A person has beneficial ownership of shares if he or she has the power to vote or dispose of such shares. This power can be exclusive or shared, direct
or indirect. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock which such person has the right to acquire within 60 days after February 22, 2019. For
purposes of computing the percentage of outstanding shares of Common Stock held by each person or group of persons named above, any security which such person or persons has or have the right to acquire within 60 days after February
22, 2019 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As of February 22, 2019, a total of 83,771,828 shares of Common Stock were issued and
outstanding.
(2)
Amount
includes 27,284 Deferred Stock Units (“DSUs”),18,592 shares of common stock issuable upon vesting of RSUs within 60 days of February 22, 2019, and 104,440 shares of common stock issuable upon the exercise of stock options that are
currently exercisable.
(3)
Amount
includes 11,153 shares of common stock issuable upon vesting of RSUs within 60 days of February 22, 2019, and 47,296 shares of common stock issuable upon the exercise of stock options that are currently exercisable.
(4)
Amount includes 6,300 shares of common
stock issuable upon vesting of RSUs within 60 days of February 22, 2019.
(5)
Amount includes 1,626 shares of common
stock issuable upon vesting of RSUs within 60 days of February 22, 2019.
(6)
Amount
includes 6,137 shares of common stock issuable upon vesting of Restricted Stock Units RSUs within 60 days of February 22, 2019, and 15,000 shares of common stock issuable upon the exercise of stock options that are currently
exercisable.
(7)
Amount includes 15,500 shares of common
stock issuable upon vesting of RSUs within 60 days of February 22, 2019, and 64,500 shares of common stock indirectly owned by a limited
partnership.
(8)
Amount includes 1,857 DSUs.
(9)
Amount includes 21,523 DSUs.
(10)
Amount includes 39,420 DSUs.
(11)
Amount includes 12,765 DSUs.
(12)
Amount includes 17,600 DSUs and 28,000
shares of common stock issuable upon the exercise of stock options that are currently exercisable.
(13)
Amount includes 120,449 DSUs, 194,736
shares of common stock issuable upon the exercise of stock options, and 60,986 RSUs.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than
10% of our outstanding shares of common stock (collectively “Section 16 Persons”), to file reports of ownership and changes in ownership with the SEC and the Nasdaq Stock Market. Section 16 Persons are required by SEC regulations to
furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain
Section 16 Persons, all reporting persons complied with the applicable filing requirements for fiscal year 2018.
Questions and Answers About the Proxy Materials and the 2019 Annual Meeting
The information provided in the “question and answer” format below is for your convenience only and contains
selected practical information about casting your vote. You should read this entire proxy statement carefully.
How can I vote before the virtual annual meeting?
•
|
To vote before the virtual annual meeting, visit
http://www proxyvote.com
until 11:59 p.m. Eastern Time the day prior to the meeting. Enter your 16-digit control number as indicated.
|
•
|
For a description of other ways to vote before the annual meeting, see “How Do I Vote” herein.
|
How can I attend the virtual annual meeting and vote during the meeting?
•
|
To attend the virtual annual meeting and vote
during the annual meeting, visit
w
ww.virtualshareholdermeeting.com/anss2019
. Enter your 16-digit control number as indicated. Stockholders will be able to log in beginning at 11:15 a.m. Eastern Time on
May 17, 2019.
|
What matters am I voting on?
You will be asked to consider and vote upon the following matters:
•
|
The election of two Class II directors for three-year terms;
|
•
|
The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm for fiscal 2019; and
|
•
|
The advisory vote to approve compensation of our named executive
officers.
|
Such other business as may properly come before the 2019 annual meeting and any adjournments or postponements
thereof.
2019 ANSYS Proxy Statement
45
How does the Board recommend that I vote?
The Board recommends a vote:
•
|
FOR the nominees for election as Class II directors;
|
•
|
FOR the ratification of the selection of Deloitte &Touche LLP as the Company’s independent registered public
accounting firm for fiscal 2019; and
|
•
|
FOR the advisory vote to approve compensation of our named
executive officers.
|
Who is entitled to vote?
Holders of our common stock as of the close of business on March 21, 2019 (the Record Date), may vote at the
2019 annual meeting.
As of March 21, 2019, we had 83,873,676 shares of common stock outstanding. In deciding all matters at the
2019 annual meeting, each stockholder will be entitled to one vote for each share of common stock held on the Record Date. We do not have cumulative voting rights for the election of directors.
Registered
Stockholders.
If your shares are registered directly in your name with our transfer agent, you are considered a stockholder of record with respect to those shares, and the Notice Regarding the Availability of Proxy
Materials (the “Notice”) for the 2019 annual meeting was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in
person at the 2019 annual meeting.
Street Name
Stockholders.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, or a street name stockholder, and the Notice was
forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to
vote your shares. Beneficial owners are also invited to attend the 2019 annual meeting. However, since beneficial owners are not the stockholders
of record, you may not vote your shares in person at the 2019 annual meeting unless you follow your broker’s, bank’s or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of the
proxy materials by mail, your broker, bank or other nominee will provide a voting instruction card for you to use to direct your broker,
bank or other nominee
how to vote your shares.
How do I vote?
If you are a registered stockholder, you may:
•
|
Instruct the proxy holder or holders on how to
vote your shares by
using
www.proxyvote.com
,
or the toll-free telephone number listed on the Notice 24 hours a day seven days a week, until 11:59 p.m. Eastern Time on May 16, 2019 (have your
proxy card in hand when you call or visit the website);
|
•
|
Instruct the proxy holder or holders on how to vote your shares by
|
completing and mailing your proxy card to the address indicated on your proxy card (if you
received printed proxy materials),which must be received by the time of the 2019 annual meeting; or
•
|
Vote by written ballot on-line in person at the 2019 annual
meeting.
|
If you are a street name stockholder, you will receive instructions from your broker, bank or other nominee,
that will indicate the
methods by which you may vote.
Can I change or revoke my vote?
Yes. Subject to any rules your broker, bank or other nominee may have, you can change your vote or revoke
your proxy before the 2019 annual meeting.
If you are a registered stockholder, you may revoke your proxy
or change your vote at any time before it is voted on any matter
(without, however,
affecting any vote taken prior to such revocation)
by:
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Giving written notice of revocation to the Secretary of the Company at or before the 2019 annual meeting (mail to: ANSYS,
Inc., Southpointe, 2600 ANSYS Drive, Canonsburg, PA, 15317);
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Entering a new vote via Internet or by telephone by 11:59p.m. Eastern Time on May 16, 2019;
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Returning a later-dated proxy card which must be received by the time of the 2019 annual meeting; or
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Completing a written ballot on-line in person at the 2019 annual
meeting.
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Attendance at the 2019 annual meeting will not, by itself, revoke a proxy.
If you are a street name stockholder, you may change your vote by:
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Submitting new voting instructions to your broker, bank or other nominee pursuant to instructions provided by such broker,
bank or other nominee; or
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Completing a written ballot at the 2019 annual meeting on-line (provided that you have obtained a legal proxy from your
broker,
bank or other nominee giving you the right to vote the shares).
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If you are a street name stockholder, you must contact your broker, bank or other nominee that holds your
shares to find out how to revoke your proxy.
What happens if I properly execute a proxy but instructions are not given therein?
If instructions are not given, properly executed proxies will be voted “FOR” the election of the two (2)
Class II directors for three-year terms listed in this proxy statement, “FOR” the ratification of the Company’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2019,
and “FOR” the advisory approval of compensation of our named executive officers.
46
2019 ANSYS Proxy Statement
What are “broker non-votes”?
Generally, if securities are held in street name, the beneficial owner is entitled to give voting
instructions to the broker or other agent holding the securities. If the beneficial owner does not provide voting instructions, the broker or other agent can vote the shares with
respect to matters that are considered “routine,” such as ratification of the Company’s selection of Deloitte & Touche LLP as the Company’s independent registered public
accounting firm for fiscal 2019 (Proposal 2), but not with respect to “non-routine” matters, such
as the election of the two (2)
Class II directors for three-year terms (Proposal 1) or the advisory approval of compensation of our named executive officers (Proposal 3).
Broker non-votes occur when a beneficial owner of stock held in street name does not give instructions to
the broker or other agent holding the stock as to how to vote on a matter deemed “non-routine.”
If a broker or other record
holder of our stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal.
Accordingly, if you own stock through a broker or other agent, please be sure to give voting instructions so your vote will be counted on all proposals that come before the 2019 annual meeting.
Why did I receive a Notice Regarding the Availability of Proxy Materials on the Internet
instead of a full set of proxy materials?
In accordance with the rules of the SEC, we have elected to provide our proxy materials, including this
proxy statement and our annual report to our stockholders, primarily via “Notice and Access” delivery. On April 5, 2019, we mailed to our stockholders the Notice that contains instructions on how to access our proxy materials on the
Internet, how to vote at the 2019 annual meeting, and how to request printed copies of the proxy materials and annual report. If you received a Notice by mail, you will not receive a printed copy of the proxy materials by mail.
Instead, the Notice provides instructions on how to access the proxy materials and vote over the Internet. If you received a Notice by mail and would like to receive paper copies of the proxy materials by mail, you may follow the
instructions contained
in the Notice for making this request. We encourage stockholders to take advantage of the availability of
the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and keep our annual meeting process efficient.
How many votes are needed for approval of each matter?
A majority of the issued and outstanding shares of the Company’s common stock entitled to vote at the 2019
annual meeting, represented in person or by proxy, will constitute a quorum.
Stockholders shall have one vote for each share of
stock entitled to vote at the 2019 annual meeting. Abstentions and broker non-votes will be included in determining whether a quorum is present. If a quorum is present, the vote requirements for each matter will be as follows:
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Proposal 1:
In an
uncontested election, each director nominee will be elected by an affirmative vote of the majority of the votes cast. A majority of the votes cast means the number of votes cast “FOR” such nominee’s election exceeds the
number of votes cast “AGAINST” that nominee’s election. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each director nominee. Broker non-votes and abstentions are not treated as votes cast and will have no
effect on the outcome of the election.
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Proposal 2:
The
appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal 2019 will be ratified
if
the proposal receives the affirmative vote of at least a majority of the votes cast. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions are not considered votes cast and will have no
effect on the vote outcome. The ratification of the appointment of the independent auditor is considered a “routine” matter, so there will be no broker non-votes with respect to Proposal 2. If the stockholders do not
ratify the appointment of Deloitte & Touche LLP, the Board or Audit Committee may reconsider the appointment.
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Proposal 3:
The
advisory vote to approve the compensation of
our named executive officers must receive the affirmative vote of at
least a majority of the votes cast to be approved. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal.
Broker non-votes and abstentions are not treated as votes cast and will have no effect on the vote outcome.
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Who will pay for the expenses of solicitation of proxies and what are the methods of
solicitation?
The Company will pay the entire expense of soliciting proxies for the 2019 annual meeting. In addition to
solicitations by mail, certain directors, officers and regular employees of the Company (who will receive no compensation for their services other than their regular compensation) may solicit proxies by telephone, telegram or
personal interview. Banks, brokerage houses, custodians, nominees and
other fiduciaries have been requested to forward proxy
materials to the beneficial owners of shares held of record by them and such custodians will be reimbursed for their expenses.
Are there any additional proposals to be voted upon at the 2019 annual meeting?
Our Board does not know of any matters, other than those described in this proxy statement, that will be
presented for vote at the 2019 annual meeting. If other matters are duly presented, proxies will be voted in accordance with the best judgement of the proxy holders.
Does the Company engage in householding?
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery
requirements for Notices and other proxy materials with respect to two or more stockholders sharing the same address by delivering a single Notice and set of proxy materials addressed to those stockholders. This process, which is
commonly referred to as “householding,” potentially provides extra convenience
2019 ANSYS Proxy Statement
47
for stockholders and cost savings for companies. ANSYS and some brokers household proxy materials,
delivering a single Notice and or proxy materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once stockholders have received notice from their broker
or us that materials will be sent in the householding manner to the stockholder’s address, householding will continue until we or the broker are otherwise notified or until the stockholder revokes such consent. If, at any time, such
stockholders no longer wish to participate in householding and would prefer to receive a separate Notice or other proxy materials, they should notify their broker if shares are held in a brokerage account; if holding registered
shares, they should call (866) 540-7095 or write to the following address: 51 Mercedes Way, Edgewood, NY 11717.
Any beneficial owner who has received a single copy of a Notice or other proxy materials at a shared address
can request to receive a separate copy of such materials for this 2019 annual meeting by written or oral request and we will promptly deliver a separate copy in the format requested. To receive separate copies of those materials for
this or for future meetings, please request by telephone, Internet, e-mail or mail by following the instructions found on the Notice that you have received which also contains your control number or by making your request in writing
to your broker or to us, as appropriate.
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2020
ANNUAL MEETING
Stockholder Proposals - Proxy Access By-Laws
In January 2018, the Company amended its By-Laws (the “By- Laws”) to provide stockholders with the
ability to nominate and include director nominees in the Company’s proxy materials if such
nominations were submitted in
accordance with all the procedures set forth in the By-Laws. The following is a summary of the requirements for a stockholder to access the proxy statement to nominate directors and should be read in conjunction with the
detailed requirements found in the By-Laws.
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WHO: A stockholder or group of up to 20 stockholders holding at least 3% of the Company’s outstanding capital
stock for three years.
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WHAT: Stockholders can nominate up to 20% of the Board, or at least two individuals (if greater than 20%).
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WHEN: Stockholder nominations must be received by the Secretary at the principal executive office of the Company
not later than the close of business on the 120th day nor earlier than the 150th day prior to the anniversary date of the prior year’s annual meeting.
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HOW: Stockholders must provide written notice to the Secretary of the Company expressly nominating its nominee(s)
and electing to have its nominee(s) included in the Company’s proxy materials and provide the information detailed in Article II, Section 4 of the By-Laws including, without limitation, the following: (a)
information concerning the stockholder nominee and the stockholder that is required to be disclosed in the Company’s proxy statement by the rules and regulations promulgated under the Exchange Act, by the
By-Laws, by the Certificate of
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Incorporation and/or by the listing standards of each principal
U.S. exchange upon which the common stock of the Company is listed, (b) a written
statement, if any, consisting of 500 words
or less delivered by the stockholder in support of the stockholder nominee’s
candidacy, (c) a statement from the stockholder nominee as to whether such nominee is or has agreed to become a party to any agreement, arrangement, or understanding with, or commitment or assurance to, any person or entity
as to how
such nominee, if elected as a director, will act or vote on any issue or question, which such agreement,
arrangement, or understanding has not been disclosed to the corporation, and the substance of such agreement, arrangement, understanding, commitment or assurance, (d) a statement from the stockholder nominee disclosing the
existence and substance of any agreement, arrangement, or understanding with any person with respect to any direct or indirect compensation, reimbursement, or indemnification in connection with service or action as a
stockholder nominee or as a director, and (e) any updates to such information as provided in the By-Laws.
Stockholder director nominations intended to be presented at the Company’s 2020 annual meeting (the
“2020 annual meeting”) must be received by the Secretary of the Company at the Company’s principal executive offices no earlier than December 19, 2019, nor later than January 18, 2020, in accordance with the Company’s By-
Laws.
48
2019 ANSYS Proxy Statement
Stockholder Proposals – Advance Notice By-Laws
Our By-Laws also establish an advance notice procedure for stockholders who wish to present a proposal
at an annual meeting of stockholders, but who do not intend for the proposal to be included in our proxy materials. Stockholder proposals intended to be presented at the Company’s 2020 annual meeting, which are not to be
included in the Company’s proxy materials, must be received by the Secretary of the Company at the Company’s principal executive offices, in writing, no earlier than January 18, 2020, nor later than March 3, 2020, in
accordance with the By-Laws, including complying with all the informational and other requirements included therein.
For nominations of directors pursuant to the advance notice provisions of the By-Laws, certain
information must be presented on a timely basis to the Company regarding any stockholder director nominees including the following set forth in Article II, Section 3 of the By-Laws: (a) the name, age, business address and
residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the Company’s capital stock which are beneficially owned by such person on the
date of such stockholder notice, (d) the consent of each nominee to serve as a director, if elected,
and (e) any updates to such information as provided in the By-Laws. For a stockholder to bring business or director nominations before an annual meeting (other than matters properly brought under the Exchange Act (as described
below)), such stockholder must comply with the procedures set forth in Article I, Section 2 of the By-Laws with respect to business other than director nominations and with the procedures set forth in Article II, Section 3 or
Article II, Section 4 with respect to director nominations, and these procedures shall be the exclusive means for a stockholder to bring such business or nominations properly before an annual meeting.
Stockholder Proposals - SEC Rule 14a-8
Under SEC Rule 14a-8, stockholder proposals intended to be presented at the Company’s 2020 annual
meeting must be received by the Company at its principal executive offices, in writing, by December 7, 2019 to be considered for inclusion in the Company’s proxy materials for the 2020 annual meeting.
2019 ANSYS Proxy Statement
49
ANSYS, Inc.
2600 ANSYS Drive
Canonsburg, PA 15317
U.S.A.
© 2019 ANSYS, Inc. All Rights Reserved.
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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. 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 engineer products
limited only by imagination.
Visit
www
.
ansys
.
com
for more information
.
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.
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ANSYS, INC. SOUTHPOINTE 2600 ANSYS DRIVE CANONSBURG, PA 15317
VOTE BY INTERNET
Before the Meeting
- Go to
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern
Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During the Meeting
- Go to
www.virtualshareholdermeeting.com/anss2019
You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before
the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date
your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
E58599-P18578
ANSYS, INC. The Board of Directors recommends you vote FOR all nominees listed in proposal 1 and FOR proposals 2 and 3.
1. The election of two Class II directors for three-year terms;
For Against Abstain
Nominees:
!
! !
1a. Ronald W. Hovsepian
! ! !
1b. Barbara V. Scherer
For Against Abstain
! ! !
2. The ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2019;
! ! !
3. The advisory vote to approve compensation of our named executive officers.
!
For
address changes and/or comments, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,
please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Important Notice Regarding the Availability of Proxy Materials for the Annual
Meeting:
The Notice and Proxy Statement, Form 10-K and Stockholder Letter are available at www.proxyvote.com.
E58600-P18578
ANSYS, INC.Annual Meeting of Stockholders May 17, 2019 11:30 a.m. Eastern Time This proxy is solicited by the
Board of Directors
The undersigned hereby appoints AJEI S. GOPAL and MARIA T. SHIELDS, attorneys and proxies, with full power of substitution, to represent the undersigned and to vote all shares of ANSYS Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of ANSYS, Inc. to be held virtually on Friday, May 17, 2019, at 11:30 a.m. Eastern Time, or at any adjournments or postponements thereof, upon all
matters set forth in the Notice of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged. In their discretion, the proxies named herein are authorized to vote for such other business as may properly come
before the Annual Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE, OR MAIL.
Address Changes/Comments:
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
Continued and to
be signed on reverse side