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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. ☐

 


 


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


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




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