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 4, 2015
 
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 5.07
Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders was held on March 4, 2015.  Four proposals were before the meeting:
 
·  
Elect seven directors to serve until the 2016 Annual Meeting of Stockholders;
 
·  
Advisory vote to approve the compensation of our named executive officers;
 
·  
Vote to re-approve the performance goals under the 2009 Executive Cash Incentive Performance Plan;
 
·  
Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the 2015 fiscal year.
 

The votes with respect to the proposals are set forth below.

Elect Seven Directors to Serve until the 2016 Annual Meeting of Stockholders
 
For
  
Withheld
  
Broker Non-Votes
Thomas Bogan
98,896,804
  
121,813
  
5,931,331
Janice Chaffin
98,901,429
  
117,188
  
5,931,331
Donald Grierson
98,098,298
  
920,319
  
5,931,331
James Heppelmann
98,874,357
  
144,260
  
5,931,331
Paul Lacy
98,804,556
  
214,061
  
5,931,331
Robert Schechter
98,807,573
  
211,044
  
5,931,331
Renato Zambonini
98,802,380
  
216,237
  
5,931,331


Advisory Vote to Approve the Compensation of Our Named Executive Officers
For
  
Against
  
Abstain
  
Broker Non-Votes
93,745,681
  
2,655,368
  
2,617,568
  
5,931,331


Re-Approve the Performance Goals under the 2009 Executive Cash Incentive Performance Plan.
For
  
Against
  
Abstain
  
Broker Non-Votes
92,943,960
  
3,461,569
  
2,613,088
  
5,931,331


Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as PTC’s Independent Registered Public Accounting Firm for the 2015 Fiscal Year
For
  
Against
  
Abstain
  
Broker Non-Votes
103,547,722
  
1,379,747
  
22,479
  
—




 
 
 

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, 2015
By:
/s/ Aaron C. von Staats
  
   
Aaron C. von Staats
  
   
General Counsel & Secretary