Welcome to the annual meeting for ANSYS, Inc. Our host for today's call is Dr. Ajei Gopal, President and CEO. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host. Dr. Ajei Gopal, you may begin, sir. Good morning, and welcome to the ANSYS Special Meeting of Stockholders. I am Ajei Gopal, President and Chief Executive Officer of ANSYS, and I will be the acting chair of this meeting. I'm currently sitting at our Canonsburg headquarters, and we're experiencing a power outage. Due to this outage, if I'm unable to act as the chair of the meeting, Kelsey DeBriyn will act as chair of the meeting. On behalf of everyone at ANSYS, I would like to welcome our stockholders and our board of directors. The meeting will now officially come to order. In the lower right-hand corner of your screen, you will see a link for materials. The conduct of meeting guidelines can be found by clicking on this link. We will conduct the meeting in accordance with these documents. At this time, I would like to introduce Paula Moreno, Assistant Corporate Secretary, who will report on the mailing of the notice for this meeting and the stockholder list, as well as confirm that we have a quorum. Paula is also in Canonsburg with me, and if she's unable to perform this role, Kelsey DeBriyn will report on her behalf. Thank you, Ajei. I've received from our Inspector of Elections, Barry Rosenthal of Equiniti Trust Company, a complete list of stockholders of record of the company's common stock as of April 9, 2024, which was the record date for this meeting. The stockholders' list shows that the holders of 87,299,981 shares of common stock of the company are entitled to vote at this meeting. In accordance with the ANSYS bylaws, a list of stockholders as of the record date has been made available to stockholders and can also be accessed during the meeting by clicking on the registered shareholder list under the materials link. Additionally, I have also received an affidavit certifying that on April 25th, 2024, a notice of this special meeting was mailed and released to all stockholders of record at the close of business on the record date. I have also been informed by the proxy tabulator that they are represented in person or by proxy 74,068,377 shares of common stock, or approximately 85% of the voting power of the outstanding shares of voting stock issued, outstanding and entitled to vote at this meeting. In consultation with the Inspector of Elections, I can confirm that this constitutes a quorum for purposes of the meeting today, and we may now proceed with the official business of the meeting. Thank you, Paula. I declare that a quorum is present. This meeting is now duly convened for the purpose—for purposes of transacting business properly brought before it. We will now proceed with the formal business of the meeting. Paula, please go ahead. Thank you, Ajei. Voting today is by proxy and electronic ballot. Each share of ANSYS common stock is entitled to one vote. Any stockholder who has not voted or who wishes to change his or her vote may do so by clicking on the Vote button located on the lower right-hand corner of their screen and following the instructions provided. Stockholders who have submitted proxies or who have previously voted via the internet or by phone and do not wish to change their vote do not need to take any further action. Your votes will be counted automatically. The time is now 11:04 A.M. on May 22, 2024, and the polls are open for voting for each matter to be voted on. They will close promptly following the presentation of the last proposal. Thank you, Paula. There are three proposals to be considered by the stockholders today, as described in the special meeting proxy statement made available to stockholders and posted on the web portal for this meeting. Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy in accordance with the board's recommendation on the relevant proposal. The first proposal is the adoption of the Agreement and Plan of Merger, dated as of January 15, 2024, by and amongst ANSYS, Incorporated, Synopsys, Incorporated, and Alta Acquisition Corporation, as it may be amended from time to time. The second proposal is a Non-binding advisory vote on the merger-related compensation that will or may be paid to ANSYS's named executive officers in connection with the transactions contemplated by the merger agreement. The third proposal is the approval of adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement prospectus is timely provided to ANSYS stockholders. I now declare the polls closed at 11:05 on May 22nd, 2024. The voting period has concluded, and I will now ask for a report on the results. Ajei, the preliminary report of the Inspector of Elections covering the proposals at this meeting are as follows: On the approval of the merger agreement, approximately 98.7% of the shares have been voted in favor. ... This represents 83.8% of the shares outstanding. The proposal is carried. I declare that the merger, merger agreement is approved. On the non-binding advisory vote on the compensation of the company's named executive officers, approximately 94.9% of the shares have been voted in favor. This represents 80.4% of the shares outstanding. I declare the compensation advisory vote approved. Since the proposal to pass the merger agreement has been approved, the adjournment proposal is moot. Thank you, Paula. The final report of the Inspector of Elections will be filed with the records of the meeting, and the final results will be reported in a Form 8-K to be filed with the Securities and Exchange Commission. There being no further business to come before this meeting, I will now entertain a motion to adjourn this special meeting. So moved. Is there a second? Seconded. That concludes the formal portion of today's meeting, and the special meeting is now adjourned. I thank you all for your participation. I would now like to turn the meeting over to Kelsey DeBriyn, Vice President, Investor Relations, to moderate the question and answer session. Thank you, Ajei. We would now like to respond to the stockholder questions. If any stockholder would like to submit a question, please do so through the designated field on the web portal now. Please note that our discussion today may include projections and forward-looking statements regarding future events or future financial performance of the company. We wish to caution you that such statements are simply predictions based on internal assumptions, and actual events may differ materially. Additional information concerning factors that can cause such differences can be found in the documents that we file with the Securities and Exchange Commission, specifically our proxy statement related to the merger with Synopsys. The first question that we have is for Ajei, and the question is: Can you give an update on the regulatory approval process for the merger at this point and the jurisdictions that have been formally filed in? Thank you for the question. The details on regulatory approvals are available in our definitive merger proxy filing. Thank you, Ajei. Seeing as there are no other questions in the queue, that concludes the special meeting. Thank you for attending, and enjoy the remainder of your day. The meeting has now concluded. Thank you for joining, and have a pleasant day.
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