Welcome to the 2025 Annual Meeting of Stockholders of ANSYS. Our host for today's call is Ajei Gopal, President and Chief Executive Officer. I will now turn the call to your host. Ajei, you may begin. Good morning and welcome to the ANSYS 2025 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% constant currency, 2025 was another excellent year for ANSYS. I'm incredibly proud of ANSYS' accomplishments last year and would like to thank my colleagues around the world for their hard work and dedication to the success of the business. 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. The members of the board who are attending, who are standing for election at this meeting are Claire Bramley, Anil Chakravarthy, Jim Francola, Alec Gallimore, Ron Hovsepian, Barbara Scherer, and Ravi Vijayaraghavan. The other members of our board of directors whose term expires at the 2026 Annual Meeting of Stockholders are Robert Calderoni, Glenda Dorchak, and myself, Ajei Gopal. In attendance at this meeting are members of our executive leadership team and representatives from Deloitte & Touche LLP, ANSYS' independent registered public accounting firm. Deloitte is represented here today by Lee Corte and Bridget MacPherson. 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 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 code 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 were 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 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 28, 2025, which was the record date for determination of stockholders entitled to notice of and to vote at this meeting. The stockholders' list shows that the holders of 87,916,143 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 29, 2025, 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 79,077,688 shares of common stock, or approximately 89.94% 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 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 11:35 A.M. on June 27, 2025, 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 seven directors for one-year terms. Based on the recommendation of our Nominating and Corporate Governance Committee, our board of directors has nominated Claire Bramley, Anil Chakravarthy, Jim Francola, Alec Gallimore, Ron Hovsepian, Barbara Scherer, and Ravi Vijay raghavan for election as directors to serve at the annual meeting of stockholders in 2026. 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 2025. 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 support for a shareholder right to act by written consent. The stockholder proposal, 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 few points he expresses are his own and do not reflect those of ANSYS. I would now like to turn the meeting over to Mr. John Chevedden, a stockholder who is presenting the proposal. Mr. Chevedden, please go ahead. Hello, this is John Chevedden. Proposal four, share the right to act by written consent. Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast a minimum number of votes to be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate an inappropriate topic for written consent. ANSYS stock is now in somewhat of a slump. ANSYS stock was at $413 in 2021 and is at only $343 now. To guard against the ANSYS board of directors becoming complacent, shareholders need the ability to act by written consent to help ANSYS board adopt new strategies when the need arises. The best strategies for improving the performance of a company do not necessarily come from a company's existing shareholders. If the ANSYS stock's price continues flat, ANSYS shareholders and potential ANSYS shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting when they have to wait one year to call for a special shareholder meeting after acquiring shares. A one-year holding period makes no sense. A slumping stock price demands a quick response. Shareholders acting by written consent can be structured so that shareholders who recently acquired ANSYS stock can act by written consent promptly instead of waiting for one year by calling for a special shareholder meeting. The faulty ANSYS bylaws that require shareholders to wait a year after stock purchase to call for a special shareholder meeting create a need for a shareholder right to act by written consent. Please vote yes. Shareholder right to act by written consent proposal four. Thank you, Mr. Chevedin, 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 11:40 A.M. on June 27, 2025. The voting period has concluded, and the preliminary report of the inspector of election covering the proposals at this meeting is as follows. On the election of each director standing for election, at least a majority of the shares voting have been voted in favor of each director nominee. I declare that Claire Bramley, Anil Chakravarthy, Jim Francola, Alec Gallimore, Ron Huffsapien, Barbara Scherer, and Ravi Vijay raghavan 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 2025, approximately 93.81% 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 fiscal year 2025 has been ratified. On the non-binding advisory vote on the compensation of the company's named executive officers, approximately 85.99% 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 support for the shareholder right to act by written consent, approximately 41.15% of the shares voting have been voted in favor of such approval. This does not represent a majority of votes cast. I declare the proposal not 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. Now 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 the Q&A session. Thanks, 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-Q or 10-K and annual and quarterly report on Form 10-Q and other filings we make with the Securities and Exchange Commission. We will now open the floor for any questions from our stockholders regarding the matters discussed at this meeting. Any questions submitted that are not related to the matters discussed at this meeting will not be answered in this forum. As a reminder, stockholders may click on Q&A in the lower right-hand corner of their screen and then type and submit the question in the box as indicated. Our first question will go to Ajei. Ajei, can you please comment on the executive compensation in the related advisory proposal? The Compensation Committee, made up entirely of independent directors, engages with independent third-party advisors to continually evaluate our executive officer compensation and works in close collaboration with the full board on executive compensation matters. Our executive compensation plan reflects a pay-for-performance philosophy and remains aligned with peer market practices. Each element of our compensation program is chosen to attract, incent, and retain qualified executive officers who will lead us to long-term success and enhance shareholder value. Thank you, Ajei. Since there are no additional questions in the queue, that concludes the ANSYS 2025 annual meeting of stockholders. Thank you for attending and enjoy the remainder of your day. This now concludes the meeting. Thank you for joining and have a pleasant day.
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