Sector: Information Technology
CADENCE DESIGN SYSTEMS INC · Meeting: May 7, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director with extensive technology executive experience; no overboarding, attendance, or TSR trigger concerns — CDNS 3-year return of 35.4% trails ^IXIC by 50.9pp, which does not meet the 65pp threshold required to trigger a vote against for strong-positive absolute TSR.
Independent director and former CFO with strong financial expertise; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
Independent director, Audit Committee Chair, and former CFO with Big 4 accounting background; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
CEO and executive director; subject to the same TSR trigger as other directors, but the 50.9pp gap versus ^IXIC does not meet the 65pp threshold for strong-positive absolute TSR, so no TSR-based concern applies.
Independent director who joined the Board in January 2025 — within the 24-month new-director exemption window — so he is fully exempt from the TSR trigger; brings deep semiconductor and EDA expertise.
Independent Board Chair with strong technology and IT leadership experience; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
Independent director and active Microsoft executive with deep technology and cybersecurity expertise; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
Independent director with decades of semiconductor academic and research expertise; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
Independent director and co-founder of a Cadence predecessor with unique EDA expertise; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
Independent director with broad semiconductor and investment expertise; no overboarding, attendance, or TSR trigger concerns given the 50.9pp gap versus ^IXIC falls below the 65pp threshold.
Independent director who joined the Board on January 1, 2026 — well within the 24-month new-director exemption — so he is fully exempt from the TSR trigger; brings deep nanoelectronics and research expertise from his leadership of imec.
All eleven director nominees receive a FOR vote. CDNS delivered a strong positive 3-year absolute return of 35.4%, and while this trails the ^IXIC (Nasdaq Composite Index Benchmark) by 50.9 percentage points, the applicable threshold for companies with strong positive absolute returns is 65 percentage points — a bar the underperformance gap does not reach. No directors are overboarded, attendance was satisfactory for all, and the board is well-qualified with relevant skills across technology, finance, and semiconductor domains. Two directors (Gavrielov and Van den hove) joined within the past 24 months and are independently exempt from the TSR trigger.
CEO
Anirudh Devgan
Total Comp
$56,683,576
Prior Support
89%%
The prior Say on Pay vote received approximately 89% support at the 2025 annual meeting, well above the 70% threshold that would require visible remediation. CEO total compensation of approximately $56.7 million is high in absolute terms, but the pay program is heavily weighted toward performance-based equity — including a long-term performance award that requires the company to roughly double its market value to earn the full payout, plus newly introduced performance stock awards tied to operating income growth and relative total shareholder return — meaning the large majority of pay is genuinely at risk and tied to outcomes shareholders care about. The company's 5-year total shareholder return of 112.2% and revenue of $5.3 billion in fiscal 2025 demonstrate strong underlying performance, and the pay structure includes a meaningful clawback policy, prohibition on hedging and pledging, and stock ownership requirements, all of which support a FOR vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
6 yrs
Audit Fees
$5,782,000
Non-Audit Fees
$130,000
PwC has served as Cadence's auditor since February 2020 — approximately 6 years — well below the 25-year tenure threshold that would raise independence concerns; non-audit fees of approximately $130,000 (tax fees of $128,000 plus other fees of $2,000) represent only about 2.2% of audit fees of $5,782,000, far below the 50% threshold; PwC is a Big 4 firm appropriate for a company of Cadence's size and complexity; no material restatements were identified.
The 2026 Cadence annual meeting ballot is straightforward with no material governance concerns triggering adverse votes. All eleven director nominees receive FOR votes as the company's 3-year underperformance versus the ^IXIC (Nasdaq Composite Index Benchmark) of 50.9 percentage points falls short of the 65-point threshold applicable to companies with strong positive absolute returns; the auditor ratification passes easily with PwC at only 6 years of tenure and non-audit fees representing just 2.2% of audit fees; and Say on Pay earns a FOR vote given 89% prior-year support, a rigorous performance-based pay structure including a market-doubling long-term award, and strong five-year shareholder returns of 112%.
1 companies disclosed in 2026 proxy filing
