Cadence Design Systems (CDNS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, with voting on director elections, an amendment to the Omnibus Equity Incentive Plan, an advisory say-on-pay resolution, and ratification of the external auditor.

• The board emphasizes strong corporate governance, board refreshment, and alignment with shareholder interests, including robust engagement and feedback mechanisms.

• The company’s strategy is anchored in AI-driven innovation, with significant investments in computational platforms and sustainability initiatives.

Voting matters and shareholder proposals

• Shareholders will vote to elect eleven directors, approve an amendment to the Omnibus Equity Incentive Plan, approve executive compensation on an advisory basis, and ratify PricewaterhouseCoopers LLP as the independent auditor for 2026.

• A shareholder proposal on political spending was excluded based on SEC rules, but the company enhanced its political spending disclosures and policies in response to shareholder feedback.

Board of directors and corporate governance

• Ten of eleven directors are independent; the board chair is an independent director.

• Board composition is regularly reviewed for diversity, skills, and experience, with recent refreshment and new appointments.

• All board committees are composed entirely of independent directors, with annual third-party evaluations.

• Stock ownership guidelines require significant equity holdings by directors and executives.

• Directors are elected annually by majority vote in uncontested elections.