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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):  December 12, 2019

 

ASPEN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-34630		04-2739697
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

20 Crosby Drive,	Bedford,	MA		01730
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: (781) 221-6400

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		Name of Each Exchange on Which Registered
Common stock, $0.10 par value per share		AZPN		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. ☐

 

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

At our Annual Meeting of Stockholders on December 12, 2019, three proposals were presented to stockholders:

1.    Election of two Class II directors to serve until the 2022 Annual Meeting of Stockholders;

2.	Ratification of appointment of KPMG LLP as our independent registered public accounting firm; and

3.	Approval, on an advisory basis, of the compensation of our named executive officers as identified in the proxy statement for the annual meeting.

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

1) Election of Two Class II Directors to Serve Until the 2022 Annual Meeting of Stockholders

Nominee	For	Withheld	Broker Non-Votes
Donald P. Casey	51,082,294	7,423,812	2,290,662
Robert M. Whelan, Jr.	55,216,867	3,289,239	2,290,662

2) Ratification of Appointment of Independent Registered Public Accounting Firm

For	Against	Abstain	Broker Non-Votes
59,998,207	793,912	4,649	0

3) Advisory Vote on Executive Compensation

For	Against	Abstain	Broker Non-Votes
19,615,729	38,105,877	784,500	2,290,662

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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.

 

 

	ASPEN TECHNOLOGY, INC.
Date: December 12, 2019	By:	/s/ Frederic G. Hammond
		Frederic G. Hammond
		Senior Vice President, General Counsel and Secretary