Blueprint
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
March 8, 2018
 
PTC Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Massachusetts
(State or Other Jurisdiction of Incorporation)
 
0-18059
04-2866152
(Commission File Number)
(IRS Employer Identification No.)
 
140 Kendrick Street
Needham, Massachusetts
 
02494-2714
(Address of Principal Executive Offices)
(Zip Code)
 
(781) 370-5000
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 (see General Instruction A.2. below):
 
☐
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))
 
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 Stockholders was held on March 8, 2018. Three proposals were before the meeting:
 
●
Elect eight directors to serve until the 2019 Annual Meeting of Stockholders;
 
●
Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);
 
●
Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the current fiscal year.
 
 
The votes with respect to the proposals are set forth below.
 
Elect Eight Directors to Serve until the 2019 Annual Meeting of Stockholders
 
For
 
Withheld
 
Broker Non-Votes
Janice Chaffin
 
102,805,222
 
 
936,780
 
 
5,645,857
 
Phillip Fernandez
 
102,917,208
 
 
824,794
 
 
5,645,857
Donald Grierson
 
102,449,572
 
 
1,292,430
 
 
5,645,857
James Heppelmann
 
103,460,481
 
 
281,521
 
 
5,645,857
Klaus Hoehn
 
103,323,993
 
 
418,009
 
 
5,645,857
Paul Lacy
 
102,342,959
 
 
1,399,043
 
 
5,645,857
Corinna Lathan
 
103,208,321
 
 
533,681
 
 
5,645,857
Robert Schechter
 
102,583,759
 
 
1,158,243
 
 
5,645,857
 
 
Advisory Vote to Approve the Compensation of Our Named Executive Officers (Say-on-Pay).
For
 
Against
 
Abstain
 
Broker Non-Votes
94,534,283
 
 
7,356,761
 
 
1,850,958
 
 
5,645,857
 
 
 
Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as PTC’s Independent Registered Public Accounting Firm for the Current Fiscal Year.
For
 
Against
 
Abstain
 
Broker Non-Votes
105,211,673
 
 
4,125,870
 
 
50,316
 
 
—
 
 
 
 
 
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 hereunto duly authorized.
 
PTC Inc.
 
Date: March 9, 2018
By:
/s/ Aaron C. von Staats
 
 
Aaron C. von Staats
 
 
General Counsel & Secretary