Form 8-K - Current report

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, 2024

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-15867

00-0000000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

2655 Seely Avenue, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 943-1234

(Registrant’s telephone number, including area code)

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(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CDNS

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. ☐

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

(d) On December 12, 2024, the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (“Cadence”) appointed Moshe Gavrielov as a director of Cadence, effective January 1, 2025. The Board has not yet determined Mr. Gavrielov’s committee assignments. Upon the effectiveness of Mr. Gavrielov’s appointment to the Board, Mr. Gavrielov will be granted an incentive stock award under Cadence’s 1995 Directors Stock Incentive Plan with a grant date fair value of $80,219, rounded to the nearest whole share. The incentive stock award will fully vest, subject to Mr. Gavrielov’s continued service on the Board, on the earlier of May 2, 2025 and the date of Cadence’s annual meeting of stockholders in 2025, aligned with the vesting of annual incentive stock awards granted to Cadence’s other non-employee Board members in May 2024. Mr. Gavrielov’s other compensation will be consistent with Cadence’s compensation of its other non-employee Board members in effect from time to time and as described in Cadence’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2024. Mr. Gavrielov will also enter into Cadence’s standard form of indemnification agreement.

Mr. Gavrielov served as President and Chief Executive Officer of Xilinx, Inc., a technology and semiconductor company that primarily supplied programmable logic devices, from 2008 to 2018. Prior to joining Xilinx, Mr. Gavrielov served as Executive Vice President and General Manager of Cadence’s verification division from 2005 to 2007, and Chief Executive Officer of Verisity, Ltd. from 1998 to 2005. He also served in a variety of executive management positions at LSI Logic Corporation and engineering and engineering management positions at Digital Equipment Corporation and National Semiconductor Corporation. Mr. Gavrielov serves as a member of the board of NXP Semiconductors N.V., a provider of secure connectivity solutions for embedded applications, and Taiwan Semiconductor Manufacturing Company Ltd., a dedicated semiconductor foundry.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Cadence Design Systems, Inc. Press Release dated December 12, 2024

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: December 12, 2024


CADENCE DESIGN SYSTEMS, INC.

By:						/s/ Karna Nisewaner
						Karna Nisewaner
						General Counsel and Corporate Secretary

For more information, please contact:

Cadence Newsroom
408-944-7039
newsroom@cadence.com

Cadence Appoints Moshe Gavrielov to Board of Directors

SAN JOSE, Calif., December 12, 2024—Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced the appointment of Moshe Gavrielov to its board of directors, effective January 1, 2025. Mr. Gavrielov currently serves as a member of the board of NXP Semiconductors N.V. and Taiwan Semiconductor Manufacturing Company Ltd., as chair of the board of Foretellix and SiMa.ai, and has previously held executive roles at several global technology companies.

“We are honored to welcome Moshe to our board of directors,” said ML Krakauer, chair of the board, Cadence. “The AI era offers immense opportunities, and our cutting-edge solutions empower customers to drive unprecedented innovation. Moshe’s deep industry knowledge, strong ecosystem relationships and extensive technology and leadership expertise will provide Cadence with valuable strategic and technical insights, helping accelerate growth and enhance shareholder value.”

Mr. Gavrielov served as president and chief executive officer of Xilinx, Inc. from 2008 to
2018 and drove the company’s transformation from a FPGA supplier to a leader in delivering “All Programmable” solutions, expanding the company’s market presence and technological influence. Prior to joining Xilinx, Mr. Gavrielov served as executive vice president and general
manager of Cadence’s verification division from 2005 to 2007, and chief executive officer of
Verisity, Ltd. from 1998 to 2005. He also served in a variety of executive management positions
at LSI Logic Corporation and engineering and engineering management positions at Digital Equipment Corporation and National Semiconductor Corporation.

About Cadence

Cadence is a pivotal leader in electronic systems design, building upon more than 30 years of computational software expertise. The company applies its underlying Intelligent System Design strategy to deliver software, hardware and IP that turn design concepts into reality. Cadence

customers are the world’s most innovative companies, delivering extraordinary electronic products from chips to boards to complete systems for the most dynamic market applications, including hyperscale computing, 5G communications, automotive, mobile, aerospace, consumer, industrial and healthcare. For 10 years in a row, Fortune magazine has named Cadence one of the 100 Best Companies to Work For. Learn more at cadence.com.

This press release contains forward-looking statements, including expectations regarding opportunities presented by AI, strategic objectives, business prospects, technology and product developments, shareholder value and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates and realize the benefits of its investments in research and development, including opportunities presented by AI; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) economic, geopolitical and industry conditions, including that of the semiconductor and electronics industries, government regulations and trade restrictions, and rising tensions and conflicts around the world such as in the Middle East and with respect to Taiwan; and (iv) Cadence’s acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them. For a detailed discussion of these and other cautionary statements related to Cadence’s business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings. All forward-looking statements in this press release are based on management's expectations as of the date of this press release and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

# # #

© 2024 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

Document and Entity Information	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 2024
Entity Registrant Name	CADENCE DESIGN SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-15867
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	2655 Seely Avenue,
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	(408)
Local Phone Number	943-1234
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	CDNS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000813672
Amendment Flag	false