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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 15, 2022

 

ASPEN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

333-262106

87-3100817

(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, $0.0001 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 15, 2022, four proposals were presented to stockholders:

1.To elect the nominees of the board of directors to the board to hold office until the 2023 Annual Meeting of Stockholders.

2.A proposal to ratify the appointment of KPMG LLP ("KPMG") as our independent public accounting firm for fiscal 2023.

3.A proposal to approve, on an advisory basis, the compensation of our named executive officers as identified in the Proxy Statement for the annual meeting (so-called "say on pay").

4.A proposal to approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the company's named executive officers (so-called "say on frequency" vote).

The final results for each of the matters submitted to a vote at the Company’s 2022 Annual Meeting of Shareholders held on December 15, 2022 are as follows:

Proposal 1: The nine Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:

Nominee			For			AGAINST			ABSTAIN			BNV
Patrick M. Antkowiak			62,426,611			32,873			23,963			808,225
Robert E. Beauchamp			62,405,334			54,153			23,960			808,225
Thomas F. Bogan			62,389,257			70,221			23,969			808,225
Karen M. Golz			62,199,459			260,145			23,843			808,225
Ram R. Krishnan			54,553,054			7,906,503			23,890			808,225
Antonio J. Pietri			62,348,935			110,592			23,920			808,225
Arlen R. Shenkman			62,426,428			33,026			23,993			808,225
Jill D. Smith			59,974,958			2,484,726			23,763			808,225
Robert M. Whelan, Jr.			61,889,321			570,259			23,867			808,225

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified by the shareholders, by the votes set forth below:

			For			AGAINST			ABSTAIN			BNV
			63,277,867			5,753			8,052			—

Proposal 3: The Company’s executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth below:

			For			AGAINST			ABSTAIN			BNV
			48,907,663			13,565,476			10,308			808,225

Proposal 4: The preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers was approved by the non-binding advisory votes of the shareholders set forth below:

1 YEAR			2 YEARS						3 YEARS						ABSTAIN			BNV
62,021,663			11,551						441,192						9,041			808,225

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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 19, 2022			By:			/s/ Frederic G. Hammond
						Frederic G. Hammond
						Senior Vice President, General Counsel and Secretary