false
0000857005
0000857005
2024-08-27
2024-08-27
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)
August 27, 2024
PTC Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 0-18059 04-2866152
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
121 Seaport Boulevard 02210
,
Boston
,
MA
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code)
(781)
370-5000
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbols on which registered
Common Stock, $.01 par value per share PTC 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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
-------------------------------------------------------------------------------
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On August 27, 2024, Robert Bernshteyn was appointed to the Board of Directors
of PTC Inc., effective as of September 9, 2024. Mr. Bernshteyn has also been
appointed to serve as a member of the Compensation & People Committee of the
Board of Directors.
Robert Bernshteyn has been a General Partner at ICONIQ Capital, a venture
capital firm, since February 2024. Before that Mr. Bernshteyn served as the
Chief Executive Officer and Chair of the Board of Directors of Coupa Software
Incorporated, a provider of Business Spend Management solutions, from February
2009 through May 2023. Previously, Mr. Bernshteyn served in various positions
at Success Factors Inc., a provider of cloud-based HCM solutions, and at
Siebel Systems, Inc. Mr. Bernshteyn served on the board of directors of
Medallia, Inc. from June 2019 to October 2021. Mr. Bernshteyn earned a B.S. in
Information Systems from the State University of New York at Albany and an
M.B.A. from Harvard Business School. Mr. Bernshteyn is 51 years old.
Mr. Bernshteyn's compensation for service as a director will be commensurate
with that for our outside directors, other than our Board Chair, for the
current Board service year, as prorated for the year. He will be paid an
annual cash retainer of $60,000, as
pro-rated
for the current year, payable quarterly in arrears, and will be granted an
annual equity retainer of RSUs valued at approximately $250,000 on the grant
date, as prorated for the year, which RSUs will vest on the earlier of the
2025 Annual Meeting of Shareholders and March 15, 2025. He will also receive a
one-time
initial new director grant of RSUs valued at $375,000 on the grant date, which
RSUs will vest in two substantially equal installments on September 15, 2025
and 2026. For his service on the Compensation & People Committee, Mr.
Bernshteyn will receive compensation commensurate with that for other
Compensation & People Committee members, other than the Committee Chair, for
the current service year. He will be paid a cash retainer of $12,500, which
will be prorated for the year and will be payable quarterly in arrears.
2
-------------------------------------------------------------------------------
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: September 3, 2024 By: /s/Catherine Gorecki
Catherine Gorecki
Senior Vice President, Corporate & Securities Counsel,
Assistant Secretary
3
{graphic omitted}
{graphic omitted}