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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Document And Entity Information
Feb. 12, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 12, 2025
Entity Registrant Name PTC Inc.
Entity Central Index Key 0000857005
Entity Emerging Growth Company false
Entity File Number 0-18059
Entity Incorporation, State or Country Code MA
Entity Tax Identification Number 04-2866152
Entity Address, Address Line One 121 Seaport Boulevard
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02210
City Area Code (781)
Local Phone Number 370-5000
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $.01 par value per share
Trading Symbol PTC
Security Exchange Name NASDAQ
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