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. Gopal. You may begin, sir. Good morning and welcome to the Ansys 2024 Annual Meeting of Stockholders. I am Ajei Gopal, President and Chief Executive Officer of Ansys, and I will be the Acting Chair of this meeting. On behalf of everyone at Ansys, I would like to welcome our stockholders and our board of directors. With annual contract value growth of 13%, 2023 was another excellent year for Ansys. I am incredibly proud of Ansys's accomplishments last year, and I'm even more confident in our future, especially in light of our previously announced merger with Synopsys. I would now like to turn to the business at hand. Before I call the meeting to order, I would first like to introduce the members of our board of directors and the members of our senior management team. The members of the board who are standing for election at this meeting are Jim Frankola, Alec Gallimore, and Ron Hovsepian. The other members of our board of directors are Claire Bramley, Robert Calderoni, Anil Chakravarthy, Glenda Dorchak, Barbara Scherer, Ravi Vijayaraghavan, and myself, Ajei Gopal. The members of our senior management team include Prith Banerjee, Renée Dumais, Shane Emswiler, Senior Vice President Products, Walt Hearn, Senior Vice President Worldwide Sales and Customer Excellence, Andy Kinchelow, Vice President Global Marketing, Channel and Go-to-Market Operations, Janet Lee, Senior Vice President, General Counsel, and Secretary, Rachel Pyles, Senior Vice President and Chief Financial Officer, and Kathleen Westlock, Vice President, Human Resources. Also in attendance are representatives from Deloitte & Touche LLP, Ansys's independent registered public accounting firm. Deloitte is represented here today by John Campbell and Lee Corti. The auditors have informed me that they do not wish to make a statement but are available to respond to any appropriate questions. Also present is Eli Guardiola from Equiniti Trust Company, the inspector of election for the meeting, who will also assist in the record keeping. 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 agenda and conduct of meeting guidelines can be found by clicking on this link. We will conduct the meeting in accordance with these documents. You will also find a Q&A link, which you can use to submit questions during the meeting. After the conclusion of the formal portion of the meeting, we will do our best to respond in the time permitted to appropriate questions. We will also post and answer following the meeting appropriate questions that we are not able to address today. 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 on the stockholder list, as well as confirm that we have a quorum. Thank you, Ajei. I have a complete list of stockholders of record of the company's common stock as of April 9th, 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. I also have an affidavit certifying that on April 10th, 2024, a notice of this annual meeting was mailed and released to all stockholders of record at the close of business on the record date. I have been informed by the proxy tabulator that there are represented in person or by proxy 78,584,168 shares of common stock, or approximately 90% of the voting power of the outstanding shares of voting stock issued, outstanding and entitled to vote at this meeting. 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 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 the 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 11:05 on June 7th, 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. There are three management proposals to be considered by the stockholders today, as well as one stockholder proposal as described in the 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 management proposal is the election of three directors for one-year terms. Based on the recommendation of our nominating and corporate governance committee, our board of directors has nominated Jim Frankola, Alec Gallimore, and Ron Hovsepian for election as directors to serve until the annual meeting of stockholders in 2025. The second management proposal is the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2024. The third management proposal is a non-binding advisory vote on the compensation of our named executive officers. The stockholders have been asked to vote on this issue on an advisory basis. However, the compensation committee values the opinions of our stockholders and intends to take the results of the vote on this proposal into account in its future decisions regarding the compensation of our named executive officers. The fourth and final item of business is a stockholder proposal requesting the adoption of a shareholder right to call a special shareholder meeting. The stockholder proponent, the stockholder's supporting statement, and the company's statement of opposition are included in the proxy statement. We have asked the stockholder to limit his comments to three minutes on the topic of his proposal and note that the viewpoints he expresses are his own and do not reflect those of Ansys. I would now like to turn the meeting over to Mr. Chevedden, a stockholder who is presenting the proposal. Mr. Chevedden, please go ahead. Hello, this is John Chevedden. Proposal four, adopt a shareholder right to call a special shareholder meeting. Shareholders ask the board of directors to take the necessary steps to amend the governing documents to give the owners of a combined 10% of the outstanding common stock the power to call a special shareholder meeting. It is important to vote for this shareholder right to call a special shareholder meeting proposal because we have no right to act by written consent. Shareholders have many companies have a right to call a special shareholder meeting and the right to act by written consent. Calling a special shareholder meeting is hardly ever used by shareholders, but the main point of the calling of a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to generally engage with shareholders instead of stonewalling if shareholders have a reasonable plan B alternative for calling for a special shareholder meeting. A reasonable right to call a special shareholder meeting is an important step for effective shareholder engagement with management. Management likes to claim that shareholders have multiple means to communicate with management, but in most cases, these means are as effective as mailing a postcard to the CEO. Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors. With the widespread use of online shareholder meetings, it's much easier for management to conduct a special shareholder meeting, and our bylaws thus need to be updated accordingly. The board of directors' position may be in favor of a slight modification of this proposal. In the conclusion of the board of directors' position regarding this proposal, the board only seems to quibble about the 10% stock ownership threshold, leaving shareholders to ask whether the board is in favor of a slightly higher stock ownership threshold to call for a special shareholder meeting. Thus, a slight modification of this proposal could gain board of directors' approval. Please vote yes, adopt a shareholder right to call a special shareholder meeting proposal 4. Thank you, Mr. Chevedden, for sharing your proposal with us and for your interest in our company. For the reasons set forth in the proxy statement, the board recommends a vote against this proposal. I now declare the polls closed at 11:10 A.M. on June 7th, 2024. The voting period has concluded, and the preliminary report of the inspector of election covering the proposals at this meeting are as follows. On the election of Jim Frankola, approximately 97.7% of the shares voting have been voted in favor. On the election of Alec Gallimore, approximately 98.4% of the shares voting have been voted in favor. And on the election of Ron Hovsepian, approximately 92% of the shares voting have been voted in favor. This represents, in each case, a majority of votes cast. I declare that Jim Frankola, Alec Gallimore, and Ron Hovsepian are duly elected as directors of the company for one-year terms. On the ratification of the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2024, approximately 92.5% of the shares voting have been voted in favor of such approval. This represents a majority of votes cast. I declare that the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year 2024 has been ratified. On the non-binding advisory vote on the compensation of the company's named executive officers, approximately 85.6% of the shares voting have been voted in favor of such approval. This represents a majority of votes cast. I declare the Say-on-Pay advisory vote approved. On the approval of the stockholder proposal requesting the adoption of a shareholder right to call a special shareholder meeting, approximately 70.8% of the shares voting have been voted in favor of such approval. This represents 59.5% of the outstanding shares and does represent a majority of votes eligible to be cast. I declare the proposal approved. As previously mentioned, these voting results are preliminary. In accordance with federal securities laws, the final results of the voting will be reported in a Form 8-K that the company will file with the Securities and Exchange Commission within four business days after the meeting. Thank you, Paula. The final report of the inspector of elections will be filed with the records of the meeting. There being no further business to come before this meeting, I will now entertain a motion to adjourn the formal part of the meeting. So moved. Is there a second? Seconded. That concludes the formal portion of today's meeting, and the annual 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 a Q&A session. Thank you, Ajei. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that can cause such differences can be found in our most recently filed annual report on Form 10-K and quarterly report on Form 10-Q. We will now open the floor for any questions regarding the matter.
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