form8k.htm
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 6, 2013
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 
 

Section 5 – Corporate Governance and Management

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Approval of Amendment to 2000 Equity Incentive Plan

On March 6, 2013, at the 2013 Annual Meeting of Stockholders, PTC stockholders approved an amendment to PTC’s 2000 Equity Incentive Plan (2000 EIP) increasing by 7,500,000 the number of shares available for issuance under the 2000 EIP to 34,300,000.  All other terms and conditions of the 2000 EIP remained the same.

The 2000 EIP provides for grants of stock options, stock, restricted stock, restricted stock units and stock appreciation rights to employees (including our executive officers), directors and consultants capable of contributing to the success of PTC.  This description of the 2000 EIP is qualified in its entirety by the full text of 2000 EIP, which is filed as Exhibit 10.1 and incorporated into this description by this reference.


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

An Annual Meeting of Stockholders was held on March 6, 2013.  Four proposals were before the meeting:
 
·  
Election of three Class II directors to serve until the 2016 Annual Meeting;
 
·  
Approval of an increase in the number of shares available for issuance under our 2000 Equity Incentive Plan, increasing by 7,500,000 the number of shares available for issuance to 34,300,000 under such plan.
 
·  
Advisory vote to approve the compensation of our named executive officers; and
 
·  
Confirmation of the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the 2013 fiscal year.
 
The votes with respect to the proposals are set forth below.


Elect Three Class I Directors to Serve until the 2016 Annual Meeting
 
For
  
Withheld
  
Broker Non-Votes
Thomas Bogan
105,674,441
  
1,597,469
  
5,256,131
Michael Porter
102,639,273
  
4,632,637
  
5,256,131
Robert Schechter
106,113,402
  
1,158,508
  
5,256,131

 

 
 
 
 
Approve the Increase in the Number of Shares Available for Issuance under the 2000 Equity Incentive Plan
For
  
Against
  
Abstain
  
Broker Non-Votes
99,820,931
  
6,829,195
  
621,784
  
5,256,131


Advisory Vote on the Compensation of Our Named Executive Officers
For
  
Against
  
Abstain
  
Broker Non-Votes
106,290,910
  
859,831
  
121,169
  
5,256,131


Confirm the Selection of PricewaterhouseCoopers LLP as PTC’s Independent Registered Public Accounting Firm for the 2011 Fiscal Year
For
  
Against
  
Abstain
  
Broker Non-Votes
110,543,404
  
1,959,449
  
25,188
  
--



Section 9 - Financial Statements and Exhibits

Item 9.01.                   Financial Statements and Exhibits.

(d)           Exhibits.

 
10.1*
2000 Equity Incentive Plan.
 
 
* Indicates a management contract or compensatory plan or arrangement in which an executive officer or director of PTC participates.


 
 
 

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 6, 2013
By:
/s/ Aaron C. von Staats
  
   
Aaron C. von Staats
  
   
General Counsel & Secretary