SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2021
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-34630|| ||04-2739697|
|(State or other jurisdiction|
| ||(IRS Employer|
|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, $0.10 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 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
The board of directors elected Karen Golz as a Class I director, effective March 8, 2021. Her term will expire at the 2021 Annual Meeting of Stockholders. Ms. Golz was also appointed to serve on the board’s Audit Committee.
Upon the effective date of her election to the board, Ms. Golz will be granted stock options and Restricted Stock Units (RSUs) with a total value of $200,000 based on the closing price of our common stock on the NASDAQ on the trading day next preceding the effective date of her appointment.
Ms. Golz is a retired partner of Ernst & Young (EY), a public accounting firm. On March 8, 2021, we issued a press release announcing her election to our board of directors. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of Section 11 or 12(a)(2) of the Securities Act of 1933, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in any such filing.
|Item 9.01||Financial Statements and Exhibits.|
The following exhibit shall be deemed to be furnished, and not filed:
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: March 8, 2021||By:||/s/ Frederic G. Hammond|
| || ||Frederic G. Hammond|
| || ||Senior Vice President, General Counsel and Secretary|