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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 17, 2024
 
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware 001-41400 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 ClassTrading SymbolName of Each Exchange on Which Registered
Common stock, $0.0001 par value per shareAZPNNASDAQ 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 the annual meeting of stockholders (the “Annual Meeting”) of Aspen Technology, Inc. (the “Company”) held on December 17, 2024, three proposals were presented to stockholders:
1.To elect the nominees of the Board of Directors of the Company (the “Board”) to the Board to hold office until the 2025 annual meeting of stockholders of the Company.
2.To ratify the appointment of KPMG LLP ("KPMG") as the Company’s independent public accounting firm for fiscal 2025.
3.To approve, on an advisory basis, the compensation of the named executive officers of the Company as identified in the Proxy Statement for the Annual Meeting (so-called “say on pay”).
The final results for each of the matters submitted to a vote at the Annual Meeting are as follows:
Proposal 1: The eight director nominees named in the Proxy Statement were elected by the stockholders, by the votes set forth in the table below:
NomineeForAGAINSTABSTAINBroker Non-Votes
Patrick M. Antkowiak56,675,0054,445,92428,302848,983
Thomas F. Bogan59,999,5411,121,39828,292848,983
Karen M. Golz60,109,4731,011,45328,305848,983
David J. Henshall60,357,032763,84928,350848,983
Ram R. Krishnan45,312,37515,808,49228,364848,983
Antonio J. Pietri60,342,060780,23826,933848,983
Arlen R. Shenkman60,338,638782,26428,329848,983
Robert M. Whelan, Jr.53,938,6157,170,38840,228848,983
Proposal 2: The appointment of KPMG as the Company’s independent registered public accounting firm for fiscal 2025 was ratified by the stockholders, by the votes set forth below:
FORAGAINSTABSTAINBroker Non-Votes
61,979,3986,69012,126—
Proposal 3: The Company’s executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the stockholders set forth below:
FORAGAINSTABSTAINBroker Non-Votes
58,776,1282,361,63011,473848,983


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, 2024By:/s/ Christopher Cooper
  Christopher Cooper
  Senior Vice President, Chief Legal Officer




v3.24.4
Cover Page
Dec. 17, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 17, 2024
Entity Registrant Name ASPEN TECHNOLOGY, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41400
Entity Tax Identification Number 87-3100817
Entity Address, Address Line One 20 Crosby Drive,
Entity Address, City or Town Bedford,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01730
City Area Code 781
Local Phone Number 221-6400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value per share
Trading Symbol AZPN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001897982
Amendment Flag false
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