UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
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CURRENT REPORT
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On February 14, 2020, the Board of Directors (the “Board”) of ANSYS, Inc. (the “Company”) voted to increase the size of the Board from seven to nine directors and to increase the size of Class II and Class III from two directors to three directors, effective March 1, 2020. On February 14, 2020, the Board elected Robert M. Calderoni and Ravi K. Vijayaraghavan to fill the resulting vacancies, effective March 1, 2020. Mr. Calderoni will serve as a Class III director for the term expiring on the date of the Company’s 2020 Annual Meeting of Stockholders. He will be a member of the Audit Committee and the Strategic Partnerships and Transactions Committee. Mr. Vijayaraghavan will serve as a Class II director for the term expiring on the date of the Company’s 2022 Annual Meeting of Stockholders. He will be a member of the Compensation Committee and the Strategic Partnerships and Transactions Committee.
Messrs. Calderoni and Vijayaraghavan will participate in the Company’s non-employee director compensation program, which is described on page 20 of the Company’s proxy statement for its 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 5, 2019. For service on the Strategic Partnerships and Transactions Committee, each will be paid an annual retainer of $5,000. In connection with their appointments to the Board, Messrs. Calderoni and Vijayaraghavan will receive pro-rated annual cash retainers for their board and committee service and a pro-rated grant of restricted stock units with a grant date of March 1, 2020 (“Grant Date”). The RSUs granted to Messrs. Calderoni and Vijayaraghavan generally vest on the one-year anniversary of the Grant Date. In addition, the Company will enter into its standard Non-Employee Director Indemnification Agreement and Confidentiality Agreement with each of Messrs. Calderoni and Vijayaraghavan.
There are no arrangements or understandings between Messrs. Calderoni or Vijayaraghavan and any other persons pursuant to which they were selected as directors of the Company. Neither of Messrs. Calderoni nor Vijayaraghavan has any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointments of Messrs. Calderoni and Vijayaraghavan to the Board is attached hereto as Exhibit 99.1.
(d) Exhibits.
| Exhibit number | Description | |||
| 99.1 | Press release dated February 19, 2020 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANSYS INC | ||
| Date: February 19, 2020 | By: | /s/ Janet Lee |
| Janet Lee | ||
| Vice President, General Counsel and Secretary | ||
EXHIBIT 99.1
Ansys Appoints Robert Calderoni and Ravi Vijayaraghavan to the Board of Directors
Newest directors continue to bolster executive expertise in strategy, finance and technological innovation
PITTSBURGH, Feb. 19, 2020 (GLOBE NEWSWIRE) -- Ansys, Inc. (NASDAQ: ANSS) today announced that Robert Calderoni and Ravi Vijayaraghavan have accepted appointments to the Ansys, Inc. Board of Directors effective March 1, 2020 – bringing with them decades of executive strategy and technological innovation, as well as business and financial experience.
Robert Calderoni has more than three decades of executive experience leading large, multinational software, technology and service companies. He currently serves as the chairman of Citrix Systems, Inc., a multinational software company that provides applications, software as a service and cloud computing technologies. Prior to his current role, he was the executive chairman of Citrix and served as its interim chief executive officer and president. Previously, he was the chairman and chief executive officer of Ariba, Inc., a cloud applications and business network company until it was acquired by SAP AG and served as a member of the global managing board and president of SAP Cloud at SAP. Prior to joining Ariba, he held senior finance roles at Apple and IBM and served as chief financial officer of Avery Dennison Corporation, a publicly traded industrial materials company.
Ravi Vijayaraghavan is a senior partner at Bain & Company, Inc., a management consulting firm, and director and head of its Asia-Pacific technology practice, as well as a member of its global partner promotion and compensation committee. Over his 25-year career, Ravi has played an integral leadership role in establishing and expanding Bain’s technology and telecommunication practice across the Asia-Pacific region. He is a senior member of Bain’s mergers & acquisitions, private equity and telecommunications, media and technology practices. His experience spans a broad range of technology markets, including software, hardware, semiconductors, and services, as well as mobile and fixed telecommunications operations across geographies in North America, Europe and Asia. He is a member of the board of overseers for WGBH, a Boston-based public broadcaster, and previously served as a member of the board of the Singapore Land Authority.
“We are proud to have Bob Calderoni and Ravi Vijayaraghavan join the Ansys board,” said Ronald W. Hovsepian, Ansys chairman of the board. “Bob has a deep knowledge of engineering technology challenges, a strategic vision and a proven track record of success in bringing innovative digital solutions to market. Ravi brings extensive experience and expertise in business transformation and the global operational management of high-tech companies.”
“Both Bob and Ravi are accomplished leaders with tremendous experience in business management, innovation and finance,” said Ajei Gopal, president and CEO of Ansys. “Their expertise will complement our strategy of pervasive engineering simulation and strengthen our ability to help customers achieve digital transformation.”
About Ansys
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. Through our strategy of pervasive 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 create products limited only by imagination. Founded in 1970, Ansys is headquartered south of Pittsburgh, Pennsylvania, U.S.A. Visit www.ansys.com for more information.
Ansys and 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.
| Contact | Investors | Annette N. Arribas, IRC 724.820.3700 annette.arribas@ansys.com |
| | Media | Amy Pietzak 724.820.4367 amy.pietzak@ansys.com |
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