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    PTC Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    2/13/25 4:05:06 PM ET
    $PTC
    Computer Software: Prepackaged Software
    Technology
    Get the next $PTC alert in real time by email
    8-K
    false000085700500008570052025-02-122025-02-12

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): February 12, 2025

     

    PTC Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Massachusetts

    0-18059

    04-2866152

    (State or Other Jurisdiction

    of Incorporation)

    (Commission File Number)

    (IRS Employer

    Identification No.)

     

     

     

     

     

    121 Seaport Boulevard

     

    Boston, Massachusetts

     

    02210

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: (781) 370-5000

     

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Common Stock, $.01 par value per share

     

    PTC

     

    The NASDAQ Global Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     

     


     

     

    Section 5 - Corporate Governance and Management

    Item 5.07 Submission of Matters to a Vote of Security Holders.

    The Annual Meeting of Shareholders was held on February 12, 2025. Three proposals were before the meeting:

    •
    Elect eight directors to serve until the 2026 Annual Meeting of Shareholders;
    •
    Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);
    •
    Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025.

    The votes with respect to the proposals are set forth below.

    Elect Eight Directors to Serve until the 2026 Annual Meeting of Shareholders.

    For

    Withheld

    Broker Non-Votes

    Neil Barua

    96,760,861

    11,042,521

    4,403,779

    Mark Benjamin

    92,277,482

    15,525,900

    4,403,779

    Robert Bernshteyn

    97,227,562

    10,575,820

    4,403,779

    Janice Chaffin

    94,948,603

    12,854,779

    4,403,779

    Amar Hanspal

    95,019,863

    12,783,519

    4,403,779

    Michal Katz

    96,589,574

    11,213,808

    4,403,779

    Paul Lacy

    91,187,179

    16,616,203

    4,403,779

    Corinna Lathan

    95,827,562

    11,975,820

    4,403,779

    Advisory vote to approve the compensation of our named executive officers (Say-on-Pay).

    For

    Against

    Abstain

    Broker Non-Votes

    100,420,452

    6,925,471

    457,459

    4,403,779

     

    Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025.

    For

    Against

    Abstain

    Broker Non-Votes

    100,317,323

    11,856,139

    33,699

    —

    2


     

    SIGNATURES

    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 thereunto duly authorized.

    PTC Inc.

    Date:

    13 February 2025

    By:

    /s/Catherine Gorecki

    Catherine Gorecki
    Senior Vice President, Corporate & Securities Counsel, Assistant Secretary

     

     

    3


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