0001013462FALSE00010134622025-06-272025-06-270001013462exch:XNGS2025-06-272025-06-27

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

June 27, 2025
Date of Report (Date of earliest event reported)

ANSYS, Inc.
(Exact name of registrant as specified in its charter)
Delaware
0-2085304-3219960
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2600 ANSYS Drive,
Canonsburg,
PA
15317
(Address of principal executive offices)
(Zip Code)

844-462-6797
(Registrant's telephone number, including area code)

N/A
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareANSSNasdaq Stock Market LLC
(Nasdaq Global Select 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.
☐


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

On June 27, 2025, ANSYS, Inc. (“Ansys” or the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the matters listed below. The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025. The final voting results from the Annual Meeting are set forth below.

Proposal 1: Election of Seven Directors for One-Year Terms

The Company’s stockholders elected each of the following nominees to serve as a director of the Company for a one-year term expiring in 2026. For each nominee, the votes were as follows:

Director
For
Against
Abstain
Broker Non-Votes
Claire Bramley
72,709,759816,29831,7225,519,909
Anil Chakravarthy
72,769,437757,68630,6565,519,909
Jim Frankola
72,040,7931,485,83831,1485,519,909
Alec Gallimore
72,660,959863,52033,3005,519,909
Ronald Hovsepian
67,027,7226,500,63229,4255,519,909
Barbara Scherer
72,891,861634,53131,3875,519,909
Ravi Vijayaraghavan
63,167,71010,139,634250,4355,519,909

Proposal 2: Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2025

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. The votes were as follows:

For
Against
Abstain
Broker Non-Votes
74,161,2624,886,670
29,756
0

Proposal 3: Advisory Approval of the Compensation of Our Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the Company’s named executive officer compensation. The votes were as follows:

For
Against
Abstain
Broker Non-Votes
63,218,873
10,295,567
43,339
5,519,909

Proposal 4: Stockholder Proposal Requesting Support for Shareholder Right to Act by Written Consent, if Properly Presented

The Company’s stockholders did not approve the stockholder proposal requesting support for a shareholder right to act by written consent. The votes were as follows:

For
Against
Abstain
Broker Non-Votes
30,150,335
43,108,450
298,994
5,519,909






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:July 1, 2025By:/s/ Janet Lee
Name:Janet Lee
Title:Senior Vice President, General Counsel and Secretary