DEF 14A

DEF 14A 1 d265807ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under § 240.14a-12

ANSYS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

A MESSAGE TO OUR STOCKHOLDERS


Dear Stockholders,		March 28, 2022

2021 was another excellent year for Ansys. Our strong execution and growing markets enabled us to over perform relative to our own goals and end the year with record deferred revenue and backlog. We believe we are well-positioned for continued strong growth and profitability in 2022 and beyond.

We reported record GAAP revenue of $1,906.7 million and non-GAAP revenue* of $1,931.5 million, a 13% and 14% respective increase in both reported and constant currency*, when compared to the year ended December 31, 2020. Annual contract value (“ACV”)* was a record $1,870.7 million, an increase of 16% in reported and constant currency, when compared to fiscal 2020.

Ansys saw strength across all major industries, geographies, and go-to-market routes. Our top sectors were again the high tech & semiconductor, aerospace & defense, and automotive & ground transportation sectors – and each demonstrated robust year-over-year growth. From a geographical perspective, we saw strong performance with each region growing ACV at double digits. Our direct and indirect channels and each of our go-to-market customer segments – enterprise, strategic, and volume accounts – also grew by double digits. Ansys drove broad-based growth consistent with our expectations across product lines – from our more established flagship products in structures, fluids, and electromagnetics to our newer offerings such as optics, materials, and digital mission engineering.

Over the course of the year, Ansys continued to deliver value to our customers by pushing the boundaries of simulation. In addition to our two product releases, which include a wealth of functionality across the portfolio, we introduced innovative new solutions, including Ansys HFSS Mesh Fusion, which simplifies the development of modern electronic products through the power of simulation.

Ansys also added to our product portfolio through strategic acquisitions in 2021. Our acquisition of Phoenix Integration, Inc. enables users to connect a range of engineering tools together in multi-tool workflows for broad and robust model-based engineering. These solutions bridge the gap between engineering analysis and the systems model, ensuring that product requirements are met and in sync with the engineering analysis conducted throughout the product development process.

With our acquisition of Zemax, LLC, Ansys now offers customers a comprehensive solution for simulating the behavior of light in complex, innovative products—ranging from the micro scale with our photonics products, to the imaging of the physical world, to human vision perception. That comprehensive solution enables users to create optimal designs more quickly by streamlining the workflow and communication among photonics, optical, mechanical, and manufacturing engineers.

During 2021, Ansys also made progress with our environmental, social, and governance initiatives. We have continued to advance sustainability – within our own operations and those of our customers – using our market-leading simulation solutions. We have invested in diverse talent and our ONE Ansys culture to make Ansys an employer of choice. And we are committed to working with our stakeholders to help them achieve their goals.

Our 2021 results are a testament to the innovation and dedication of our more than 5,000 Ansys colleagues around the world. Whether working from the office, a customer site, or from home, the Ansys team has consistently delivered for our customers, our partners, and our stockholders.

As excited as we are about our achievements in 2021, we are even more confident in the future. Our ongoing momentum, strong customer relationships and market-leading simulation portfolio will help us meet our goals for our business, for the communities we serve, and for our stockholders in 2022 and beyond.

Thank you for your continued support.


Sincerely,		Sincerely,

Ronald W. Hovsepian		Ajei Gopal
Chairman of the Board		President and CEO

* Non-GAAP revenue and constant currency are non-GAAP measures. For additional information on non-GAAP revenue and constant currency, please see Annex A: Non-GAAP Reconciliations. ACV is a metric we use to better understand the business. There is no GAAP measure comparable to ACV. For a description of ACV, see the section titled “Performance Metrics for 2021 PSU Awards” in the accompanying proxy statement.

ANSYS, Inc.

2600 Ansys Drive

Canonsburg, PA 15317

844-462-6797

March 28, 2022

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS

To Be Held on Thursday, May 12, 2022

TO THE STOCKHOLDERS OF ANSYS, INC.

The annual meeting of stockholders of ANSYS, Inc. (“Ansys,” “we,” or the “Company”) will be held on Thursday, May 12, 2022, at 11:30 a.m. Eastern Time (the “2022 Annual Meeting”), virtually via live webcast at www.virtualshareholdermeeting.com/anss2022 for the following purposes, as more fully described in the accompanying proxy statement:

1.	Election of three Class II directors for three-year terms;

2.	Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022;

3.	Advisory approval of the compensation of our named executive officers;

4.	Approval of the amendment of Article VI, Section 5 of the Charter to eliminate the supermajority vote requirement to remove a director;

5.	Approval of the amendment of Article VIII, Section 2 of the Charter to eliminate the supermajority vote requirement for stockholders to amend or repeal the By-Laws;

6.	Approval of the amendment of Article IX of the Charter to eliminate the supermajority vote requirement for stockholders to approve amendments to or repeal certain provisions of the Charter;

7.	Approval of the ANSYS, Inc. 2022 Employee Stock Purchase Plan;

8.	Stockholder proposal requesting the annual election of directors, if properly presented; and

9.	Such other business as may properly come before the 2022 Annual Meeting and any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 15, 2022 as the record date for determination of stockholders entitled to notice of, and to vote at, the 2022 Annual Meeting and any adjournments or postponements thereof. Only holders of record of common stock at the close of business on that date will be entitled to notice of, and to vote at, the 2022 Annual Meeting and any adjournments or postponements thereof. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the 2022 Annual Meeting, the 2022 Annual Meeting may be adjourned in order to permit further solicitation of proxies.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 2022 ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE 2022 ANNUAL MEETING, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE, OR MAIL.

We appreciate your continued support of Ansys.

Very truly yours,

LOGO

Janet Lee

Vice President, General Counsel and Secretary


How to Cast Your Vote
Your vote is important to the future of Ansys. If you are a registered stockholder, please vote your shares as soon as possible by one of the following methods:

				Vote Online www.proxyvote.com
				Vote by Phone 1.800.690.6903
				Vote by Mail If you received printed copies of our proxy materials, complete, sign, date, and mail your signed proxy card
If you are a street name stockholder (i.e., you hold your shares through a broker, bank or other nominee), please vote your shares as soon as possible by following the instructions from your broker, bank or other nominee. Registered stockholders and street name stockholders may also vote online during the 2022 Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/anss2022. See “Other Matters—Questions and Answers About the Proxy Materials and the 2022 Annual Meeting” in the accompanying proxy statement for details on voting requirements and additional information about the 2022 Annual Meeting.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2022

The Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report for the fiscal year ended December 31, 2021 are available at www.proxyvote.com. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement or Annual Report unless you specifically request a copy. You may request paper copies, including a proxy card, by following the instructions on the Notice of Internet Availability of Proxy Materials. We began making our proxy materials available on March 28, 2022.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that provide current expectations or forecasts of future events based on certain assumptions. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. We describe such risks, uncertainties, and factors in the “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. Many of these risks, uncertainties, and factors are currently amplified by, and may continue to be amplified by, the COVID-19 pandemic.

Forward-looking statements use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “target,” or other words of similar meaning. Forward-looking statements include those about market opportunity, including our total addressable market. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.

The risks associated with the following, among others, could cause actual results to differ materially from those described in any forward-looking statements:

●

adverse conditions in the macroeconomic environment, including high inflation, constrained credit and liquidity, and volatility in equity and foreign exchange markets; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; and disruptions in the global economy and financial markets that may limit or delay availability of credit under our existing or new credit facilities, or that may limit our ability to obtain credit or financing on acceptable terms or at all;

●

our ability to timely recruit and retain key personnel in a highly competitive labor market for skilled personnel, including as a result of wage inflation;

●

impacts from tariffs, trade sanctions, export license requirements or other trade barriers;

●

current and future impacts of a natural disaster or catastrophe, including the COVID-19 pandemic and actions taken to address the pandemic by our customers, suppliers, regulatory authorities, and our business, on the global economy and our business and consolidated financial statements; and government actions or mandates surrounding the COVID-19 pandemic;

●

declines in our customers’ businesses resulting in adverse changes in procurement patterns; disruptions in accounts receivable and cash flow due to customers’ liquidity challenges and commercial deterioration; uncertainties regarding demand for our products and services in the future and our customers’ acceptance of new products; delays or declines in anticipated sales due to reduced or altered sales and marketing interactions with customers; and potential variations in our sales forecast compared to actual sales;

●

increased volatility in our revenue due to the timing, duration and value of multi-year lease contracts; and our reliance on high renewal rates for annual lease and maintenance contracts;

●

our ability to protect our proprietary technology; cybersecurity threats or other security breaches, including in relation to an increased level of our activity that is occurring from remote global off-site locations; and disclosure and misuse of employee or customer data whether as a result of a cybersecurity incident or otherwise;

●

the quality of our products, including the strength of features, functionality and integrated multi-physics capabilities; our ability to develop and market new products to address the industry’s rapidly changing technology; failures or errors in our products and services; and increased pricing pressure as a result of the competitive environment in which we operate;

●

investments in complementary companies, products, services and technologies; our ability to complete and successfully integrate our acquisitions and realize the financial and business benefits of the transactions; and the impact indebtedness incurred in connection with any acquisition could have on our operations;

●

investments in global sales and marketing organizations and global business infrastructure; and dependence on our channel partners for the distribution of our products;

●

operational disruptions generally or specifically in connection with transitions to and from remote work environments; and the failure of our technological infrastructure or those of the service providers upon whom we rely including for infrastructure and cloud services;

●

our ability and our channel partners’ ability to comply with laws and regulations in relevant jurisdictions; and the outcome of contingencies, including legal proceedings, government or regulatory investigations and service tax audit cases;

●

our intention to repatriate previously taxed earnings in excess of working capital needs and to reinvest all other earnings of our non-U.S. subsidiaries;

●

plans for future capital spending; the extent of corporate benefits from such spending including with respect to customer relationship management; and higher than anticipated costs for research and development or slowdown in our research and development activities;

●

uncertainty regarding income tax estimates in the jurisdictions in which we operate; and the effect of changes in tax laws and regulations in the jurisdictions in which we operate; and

●

other risks and uncertainties described in our reports filed from time to time with the Securities and Exchange Commission.

INFORMATION REFERENCED IN THIS PROXY STATEMENT

The content of the websites referred to in this proxy statement are not deemed to be part of, and are not incorporated by reference into, this proxy statement.

TABLE OF CONTENTS


PROXY STATEMENT			1
PROXY STATEMENT SUMMARY			1
Virtual Annual Meeting			1
Proposals Requiring Your Vote			2
BOARD OF DIRECTORS			3
Board Characteristics: Director Nominees and Continuing Directors			4
BUSINESS AND STRATEGY OVERVIEW			5
2021 FINANCIAL AND OPERATIONAL HIGHLIGHTS			6
CORPORATE GOVERNANCE HIGHLIGHTS			7
EXECUTIVE COMPENSATION HIGHLIGHTS			8
Components of Our Compensation Program			8
STOCKHOLDER ENGAGEMENT HIGHLIGHTS			9
CORPORATE RESPONSIBILITY			10
PROPOSAL 1: ELECTION OF THREE CLASS II DIRECTORS FOR THREE-YEAR TERMS			11
DIRECTOR CLASSES AS OF THE 2022 ANNUAL MEETING			11
DIRECTOR DIVERSITY			12
DIRECTOR NOMINEES			13
CONTINUING DIRECTORS FOLLOWING THE 2022 ANNUAL MEETING			15
CORPORATE GOVERNANCE AT ANSYS			18
Director Independence			18
Board Responsibilities			18
Oversight of Risk Management			18
Communications with the Board			19
Related-Party Transactions			19
Board Structure and Processes			19
Board Meetings and Attendance			20
Committees			20
Audit Committee			20
Compensation Committee			20
Nominating and Corporate Governance Committee			21
Strategic Partnerships and Transactions Committee			21
Director Nomination Process			21
Compensation Committee Interlocks and Insider Participation			21
Director Attendance at the 2021 Annual Meeting			21
NON-EMPLOYEE DIRECTOR COMPENSATION			22
Cash Compensation			22
Equity Compensation			22
Director Stock Ownership Guidelines			22
DIRECTOR COMPENSATION TABLE FISCAL YEAR 2021			23
PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022			23
AUDIT COMMITTEE REPORT TO STOCKHOLDERS			24
Independent Registered Accounting Firm Services and Fees			25
PROPOSAL 3: ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			26
OUR EXECUTIVE OFFICERS			27
COMPENSATION DISCUSSION AND ANALYSIS			28
Our Named Executive Officers			28
Overview of Compensation Program & Philosophy			28
Fiscal 2021 Financial Highlights			28
2021 Say-on-Pay			28
Executive Compensation Best Practices			29
Our 2021 Executive Compensation Program			30
Objectives of Our Compensation Program			30
Role of Compensation Consultant			30
Role of Compensation Committee and Executive Officers in Compensation Decisions			30
Peer Group Considerations			31
Components of Compensation Program and Fiscal 2021 Compensation			31
Base Salaries			32
2021 Base Salaries			32
Performance Based Cash Bonuses			32
Long-Term Equity Compensation			36
Other Compensation Policies and Information			39
Post-Employment Compensation			39


COMPENSATION COMMITTEE REPORT			41
COMPENSATION POLICIES AND PRACTICES RELATED TO RISK MANAGEMENT			41
FISCAL 2021 COMPENSATION TABLES			42
Summary Compensation Table (2021, 2020, and 2019)			42
Grants of Plan-Based Awards in Fiscal 2021 Table			43
Outstanding Equity Awards at Fiscal Year End 2021 Table			44
Option Exercises and Stock Vested in Fiscal 2021 Table			47
Potential Payments upon Termination or Change in Control under Employment or Other Agreements Table			48
2021 CEO PAY RATIO			49
OWNERSHIP OF OUR COMMON STOCK			50
Security Ownership of Certain Beneficial Owners			50
Security Ownership of Our Management			51
DELINQUENT SECTION 16(a) REPORTS			52
EQUITY COMPENSATION PLANS			53
Equity Compensation Plan Information as of December 31, 2021			53
INTRODUCTION TO PROPOSALS 4-6: ELIMINATION OF SUPERMAJORITY VOTING PROVISIONS			54
PROPOSAL 4: APPROVAL OF THE AMENDMENT OF ARTICLE VI, SECTION 5 OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT TO REMOVE A DIRECTOR			55
PROPOSAL 5: APPROVAL OF THE AMENDMENT OF ARTICLE VIII, SECTION 2 OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT FOR STOCKHOLDERS TO AMEND OR REPEAL THE BY-LAWS			56
PROPOSAL 6: APPROVAL OF THE AMENDMENT OF ARTICLE IX OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT FOR STOCKHOLDERS TO APPROVE AMENDMENTS TO OR REPEAL CERTAIN PROVISIONS OF THE CHARTER			57
PROPOSAL 7: APPROVAL OF ANSYS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN			58
PROPOSAL 8: STOCKHOLDER PROPOSAL REQUESTING THE ANNUAL ELECTION OF DIRECTORS, IF PROPERLY PRESENTED			62
OTHER MATTERS			64
Questions and Answers About the Proxy Materials and the 2022 Annual Meeting			64
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2023 ANNUAL MEETING			68
Stockholder Proposals—Proxy Access By-Laws			68
Stockholder Proposals—Advance Notice By-Laws			68
Compliance with Universal Proxy Rules for Directors Nominations—SEC 14a-19			68
Stockholder Proposals—SEC Rule 14a-8			69
ANNEX A: NON-GAAP RECONCILIATIONS			A-1
ANNEX B: CERTIFICATE OF AMENDMENT			B-1
ANNEX C: ANSYS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN			C-1

PROXY STATEMENT

The Board of Directors (the “Board”) of ANSYS, Inc. (“Ansys,” “we” or the “Company”) is providing this proxy statement in connection with its solicitation of proxies to be voted at the Company’s annual meeting of stockholders to be held on May 12, 2022 (the “2022 Annual Meeting”). We began making our proxy materials available on March 28, 2022.

PROXY STATEMENT SUMMARY

This summary highlights important information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider. Please read the entire proxy statement before voting. For more complete information regarding our 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2022 (the “2021 Form 10-K”) and can be found on our investor relations website at https://investors.ansys.com/financials/sec-filings/.



2022 ANNUAL MEETING OF STOCKHOLDERS

Time and Date		May 12, 2022, at 11:30 a.m. Eastern Time

Live Webcast Address		www.virtualshareholdermeeting.com/anss2022

Record Date		March 15, 2022

Voting		Stockholders of Ansys as of the record date, March 15, 2022 (the “Record Date”), are entitled to vote on the proposals at the 2022 Annual Meeting. Each share of Ansys common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the 2022 Annual Meeting.

Virtual Annual Meeting

The 2022 Annual Meeting will be held virtually. We began to offer virtual annual meetings in 2016 to empower stockholders to participate fully and equally from any location around the world at no cost. We believe this is the right choice for a widely- held technology company with global operations, as it brings cost savings to Ansys and our stockholders by using a technology platform in line with our commitment to support innovative technology, while also increasing our engagement with stockholders, regardless of size, resources, or physical location. A virtual meeting is also environmentally friendly and furthers our strategic goal to operate our business in a sustainable manner.

We are sensitive to concerns regarding virtual annual meetings generally from investor advisory groups and other stockholder rights advocates who have voiced concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed this virtual annual meeting format to enhance, rather than constrain, stockholder access, participation and communication. For example, the online format allows stockholders to communicate with us during the meeting so they can ask questions of our management. During the live Q&A session of the meeting, we will answer questions pertinent to the 2022 Annual Meeting matters as time permits. Questions regarding personal matters, including those related to employment, product issues or suggestions for product

innovations are not pertinent to the 2022 Annual Meeting and therefore will not be answered. Any questions pertinent to the 2022 Annual Meeting that cannot be answered during the 2022 Annual Meeting due to time constraints will be posted online and answered at https://investors.ansys.com/governance/proxy-materials/. If you wish to submit a question during the 2022 Annual Meeting, you may do so by logging into the virtual annual meeting platform at www.virtualshareholdermeeting.com/anss2022, typing your question in the “Ask a Question” field and clicking “Submit.” Although the live webcast is available only to sto

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SEC Form DEF 14A filed by ANSYS Inc.