PTC INC. — Regulatory Filings 2017

Mar 1, 2017

8-K 1 form8-k2017annualmeetingr.htm FORM 8-K Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2017 Issuer Direct Corporation Blueprint

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 1, 2017 |
| --- | --- |
| 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): | |
| --- | --- |
| ☐ | 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)) |

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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 1, 2017. Four proposals were before the meeting:

●

Elect eight directors to serve until the 2018 Annual Meeting of Stockholders;

●

Advisory vote to approve the compensation of our named executive officers (Say-on-Pay);

●

Advisory vote on the frequency of the Say-on-Pay vote;

●

Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the current fiscal year.

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

| Elect
Seven Directors to Serve until the 2018 Annual Meeting of
Stockholders | For | Withheld | Broker
Non-Votes |
| --- | --- | --- | --- |
| Janice
Chaffin | 101,095,606 | 230,828 | 5,497,446 |
| Phillip
Fernandez | 101,071,885 | 254,549 | 5,497,446 |
| Donald
Grierson | 99,410,593 | 1,915,841 | 5,497,446 |
| James
Heppelmann | 101,084,326 | 242,108 | 5,497,446 |
| Klaus
Hoehn | 101,086,487 | 239,947 | 5,497,446 |
| Paul
Lacy | 100,348,280 | 978,154 | 5,497,446 |
| Robert
Schechter | 100,572,932 | 753,502 | 5,497,446 |
| Renato
Zambonini | 100,692,971 | 633,463 | 5,497,446 |

| Advisory
Vote to Approve the Compensation of Our Named Executive Officers
(Say-on-Pay). — For | Against | Abstain | Broker
Non-Votes |
| --- | --- | --- | --- |
| 97,496,016 | 3,329,293 | 501,125 | 5,497,446 |

| Advisory
vote on the frequency of the Say-on-Pay vote. — 1
Year | 2
Years | 3
Years | Abstain |
| --- | --- | --- | --- |
| 91,296,008 | 11,447 | 9,906,081 | 112,898 |

| Advisory
Vote to Confirm the Selection of PricewaterhouseCoopers LLP as
PTC’s Independent Registered Public Accounting Firm for the
Current Fiscal Year. — For | Against | Abstain | Broker
Non-Votes |
| --- | --- | --- | --- |
| 104,426,028 | 2,322,245 | 75,607 | — |

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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 1, 2017 |
| --- |
| Aaron
C. von Staats |
| General
Counsel & Secretary |

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