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 17, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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:
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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. | ||||
At the annual meeting of stockholders (the “Annual Meeting”) of Aspen Technology, Inc. (the “Company”) held on December 17, 2024, three proposals were presented to stockholders:
1.To elect the nominees of the Board of Directors of the Company (the “Board”) to the Board to hold office until the 2025 annual meeting of stockholders of the Company.
2.To ratify the appointment of KPMG LLP ("KPMG") as the Company’s independent public accounting firm for fiscal 2025.
3.To approve, on an advisory basis, the compensation of the named executive officers of the Company as identified in the Proxy Statement for the Annual Meeting (so-called “say on pay”).
The final results for each of the matters submitted to a vote at the Annual Meeting are as follows:
Proposal 1: The eight director nominees named in the Proxy Statement were elected by the stockholders, by the votes set forth in the table below:
| Nominee | For | AGAINST | ABSTAIN | Broker Non-Votes | ||||||||||
| Patrick M. Antkowiak | 56,675,005 | 4,445,924 | 28,302 | 848,983 | ||||||||||
| Thomas F. Bogan | 59,999,541 | 1,121,398 | 28,292 | 848,983 | ||||||||||
| Karen M. Golz | 60,109,473 | 1,011,453 | 28,305 | 848,983 | ||||||||||
| David J. Henshall | 60,357,032 | 763,849 | 28,350 | 848,983 | ||||||||||
| Ram R. Krishnan | 45,312,375 | 15,808,492 | 28,364 | 848,983 | ||||||||||
| Antonio J. Pietri | 60,342,060 | 780,238 | 26,933 | 848,983 | ||||||||||
| Arlen R. Shenkman | 60,338,638 | 782,264 | 28,329 | 848,983 | ||||||||||
| Robert M. Whelan, Jr. | 53,938,615 | 7,170,388 | 40,228 | 848,983 | ||||||||||
Proposal 2: The appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2025 was ratified by the stockholders, by the votes set forth below:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | ||||||||
| 61,979,398 | 6,690 | 12,126 | — | ||||||||
Proposal 3: The Company’s executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the stockholders set forth below:
| FOR | AGAINST | ABSTAIN | Broker Non-Votes | ||||||||
| 58,776,128 | 2,361,630 | 11,473 | 848,983 | ||||||||
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, 2024 | By: | /s/ Christopher Cooper | ||||||
| Christopher Cooper | ||||||||
| Senior Vice President, Chief Legal Officer | ||||||||