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1: 10-K Annual Report HTML 2.14M
2: EX-4.1 Description of Securities HTML 48K
3: EX-10.15 Amended and Restated Employment Agreement Between HTML 134K
Ansys, Inc. and Ajei S. Gopal
4: EX-10.26 Ansys, Inc. Tier Two Executive Severance Plan HTML 69K
5: EX-10.27 Transition Agreement Between Ansys, Inc. and HTML 188K
Nicole Anasenes
6: EX-21.1 Subsidiaries of the Registrant HTML 42K
7: EX-23.1 Consent of Deloitte & Touche LLP HTML 29K
12: EX-97.1 Policy Relating to Recovery of Erroneously Awarded HTML 48K Compensation
8: EX-31.1 Section 302 CEO Certification HTML 34K
9: EX-31.2 Section 302 CFO Certification HTML 34K
10: EX-32.1 Section 906 CEO Certification HTML 31K
11: EX-32.2 Section 906 CFO Certification HTML 31K
18: R1 Cover Page HTML 95K
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22: R5 Consolidated Statements of Income HTML 125K
23: R6 Consolidated Statements of Comprehensive Income HTML 51K
24: R7 Consolidated Statements of Cash Flows HTML 125K
25: R8 Consolidated Statements of Stockholders' Equity HTML 87K
26: R9 Organization HTML 35K
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28: R11 Revenue from Contracts with Customers HTML 70K
29: R12 Acquisitions HTML 78K
30: R13 Other Receivables and Current Assets and Other HTML 44K
Accrued Expenses and Liabilities
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33: R16 Fair Value Measurement HTML 72K
34: R17 Leases HTML 61K
35: R18 Debt HTML 41K
36: R19 Income Taxes HTML 129K
37: R20 Pension and Profit-Sharing Plans HTML 37K
38: R21 Non-Compete and Employment Agreements HTML 36K
39: R22 Stock-Based Compensation HTML 157K
40: R23 Stock Repurchase Program HTML 40K
41: R24 Royalty Agreements HTML 32K
42: R25 Geographic Information HTML 59K
43: R26 Unconditional Purchase Obligations HTML 37K
44: R27 Contingencies and Commitments HTML 35K
45: R28 Subsequent Event HTML 37K
46: R29 Pay vs Performance Disclosure HTML 42K
47: R30 Insider Trading Arrangements HTML 33K
48: R31 Accounting Policies (Policies) HTML 173K
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50: R33 Revenue from Contracts with Customers (Tables) HTML 69K
51: R34 Acquisitions (Tables) HTML 74K
52: R35 Other Receivables and Current Assets and Other HTML 44K
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54: R37 Goodwill and Intangible Assets (Tables) HTML 90K
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58: R41 Stock-Based Compensation (Tables) HTML 169K
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64: R47 Accounting Policies - Summary of Cash and Cash HTML 48K
Equivalents (Details)
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Concentration (Details)
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Accounts Rollforward (Details)
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Per Share (Details)
68: R51 Revenue from Contracts with Customers - Additional HTML 34K
Information (Details)
69: R52 Revenue from Contracts with Customers - HTML 63K
Disaggregation of Revenue (Details)
70: R53 Revenue from Contracts with Customers - Changes in HTML 41K
Deferred Revenue (Details)
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Performance Obligations, Expected Timing of
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72: R55 Acquisitions (Details) HTML 42K
73: R56 Acquisitions - Recognized Amounts of Identifiable HTML 75K
Assets Acquired and Liabilities Assumed (Details)
74: R57 Acquisitions - Valuation Assumptions and HTML 52K
Weighted-Average Useful Life (Details)
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Accrued Expenses and Liabilities (Details)
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Liabilities Measured on Recurring Basis (Details)
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Fair Value of Stock Awards (Details)
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103: R86 Stock Repurchase Program - Additional Information HTML 35K
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107: R90 Unconditional Purchase Obligations (Details) HTML 43K
108: R91 Unconditional Purchase Obligations - Additional HTML 32K
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109: R92 Contingencies and Commitments - Additional HTML 36K
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110: R93 Subsequent Event (Details) HTML 41K
112: XML IDEA XML File -- Filing Summary XML 200K
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‘EX-97.1’ — Policy Relating to Recovery of Erroneously Awarded Compensation
As required pursuant to the listing standards of the Nasdaq Stock Market LLC (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Rule 10D-1 under the Exchange Act, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of ANSYS, Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).
Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the
U.S. Securities and Exchange Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Final Guidance”). Questions regarding this Policy should be directed to the General Counsel.
Policy Statement
Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer in the event that the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from such Covered Officer.
Covered Officers
For
purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board. Covered Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.
Covered Compensation
For purposes of this Policy:
•“Covered Compensation” is defined as the amount of Incentive-Based Compensation (as defined below) Received during the
applicable Recovery Period (as defined below) that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such Recovery Period had it been determined based on the relevant restated amounts, and computed without regard to any taxes paid.
Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if: (i) it is Received on or after October 2, 2023; (ii) it is Received after such Covered Officer begins service as a Covered Officer; (iii) such Covered Officer served as a Covered Officer at any time during the performance period for such Incentive-Based
Compensation; and (iv) it is Received while the Company has a class of securities listed on a national securities exchange or a national securities association.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and the Company will maintain and provide
to the Stock Exchange documentation of the determination of such reasonable estimate.
•“Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined below). For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan, other than tax-qualified retirement plans, including long term disability, life insurance, and supplemental executive retirement plans, and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.
•“Financial
Reporting Measure” is defined as a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures.
•Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery
Period
For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years immediately preceding the Trigger Date (as defined below) and, if applicable, any transition period resulting from a change in the Company’s fiscal year within or immediately following those three completed fiscal years (provided, however, that if a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, such period would be deemed to be a completed fiscal year).
For purposes
of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare the Accounting Restatement.
Clawback
Exceptions
The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such circumstances, a “Clawback Exception” applies):
•the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Company has already made a reasonable attempt to recover such erroneously
awarded Covered Compensation from such Covered Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange);
•recovery would violate home country law that was adopted prior to November 28, 2022 (and the Company has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the Stock Exchange); or
•recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the
Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder. For purposes of clarity, this Clawback Exception only applies to tax-qualified retirement plans and does not apply to other plans, including long term disability, life insurance, and supplemental executive retirement plans, or any other compensation that is based on Incentive-Based Compensation in such plans, such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.
Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded
Covered Compensation.
Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity, inconsistency or conflict in the Policy, subject to the Final Guidance. The Committee will review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.
The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable
Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.
Each Covered Officer, upon being so designated or assuming such position, is required to execute and deliver to the General Counsel the Acknowledgment and Consent attached as Appendix A.
Disclosure
This Policy, and any recovery of Covered Compensation by the Company
pursuant to this Policy that is required to be disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Final Guidance.
ANSYS, Inc.
Clawback Policy Acknowledgment and Consent
The undersigned hereby acknowledges
that he or she has received and reviewed a copy of the Clawback Policy (the “Policy”) of ANSYS, Inc. (the “Company”), effective as of November 30, 2023, as adopted by the Compensation Committee of the Company’s Board of Directors.
Pursuant to such Policy, the undersigned hereby:
•acknowledges that he or she has been designated as (or assumed the position of) a Covered Officer (as defined in the Policy);
•acknowledges and consents to the Policy;
•acknowledges
and consents to be bound by the terms of the Policy;
•agrees to fully cooperate with the Company in connection with any of the undersigned’s obligations to the Company pursuant to the Policy, including, without limitation, the repayment by or recovery from the undersigned of Covered Compensation (as defined in the Policy); and
•agrees that the Company may enforce its rights under the Policy through any and all reasonable means permitted under applicable law as the
Company deems necessary or desirable under the Policy.
ACKNOWLEDGED AND AGREED:
_______________________________
Name:
Date:
[ANSYS,
Inc. Clawback Policy Acknowledgement and Consent]
Dates Referenced Herein and Documents Incorporated by Reference
