Cadence Design Systems, Inc. ($CDNS)

Hello, and welcome to the Cadence Design Systems 2026 Annual Meeting of Stockholders. [Operator Instructions] It is now my pleasure to turn today's meeting over to Anirudh Devgan, President and Chief Executive Officer of Cadence. Dr. Devgan, the floor is yours.

Good afternoon, and welcome. I'm Anirudh Devgan, President and Chief Executive Officer of Cadence. On behalf of our Board of Directors and our 15,000-plus employees around the world, I would like to welcome you to Cadence's 2026 Annual Meeting of Stockholders. I will chair this meeting. And Cadence's General Counsel and Corporate Secretary, Marc Taxay, will act as Secretary. I will now turn the floor over to Mr. Taxay.

Thank you, Dr. Devgan. We're holding Cadence's 2026 annual meeting today in a virtual live audio webcast format. Please bear with us if we have any technical glitches or delays during the meeting. We thank everyone who is in attendance today. We are conducting this meeting in accordance with our bylaws and the meeting rules of conduct. The rules of conduct, annual report, proxy statement and agenda of this meeting are available on the meeting website. Now I'd like to introduce you to our Board nominees who are with us virtually. They are: Mark Adams; Ita Brennan; Lewis Chew; Anirudh Devgan; Moshe Gavrielov; M.L. Krakauer; Julia Liuson; James Plummer; Alberto Sangiovanni-Vincentelli; Young Sohn; and Luc Van den hove. Also in attendance are Sachi Patel and [indiscernible], representatives of PricewaterhouseCoopers, Cadence's independent auditor. As a reminder, stockholders attending the virtual meeting can vote their shares or change their votes online from now through the closing of the polls by logging into the meeting website as a stockholder and clicking the link provided on their screen. If you have previously voted by proxy and you do not wish to change your vote, your vote will be cast as previously instructed, and no further action is required. In order to log in as a registered stockholder, you will need to input the 15-digit control number that you received from Computershare with your proxy materials. In order to log in as a beneficial stockholder, you will need to input the control number provided to you by your broker's proxy distributor, likely in a communication from either proxyvote.com or proxypush.com. Alternatively, a beneficial holder could have obtained a control number from Computershare by submitting a legal proxy from your broker, all as described on Pages 107 and 108 of the proxy statement. We will begin by attending to the formal business of the meeting. After the formal business is adjourned and to the extent time and format permits, we will conclude with a general question-and-answer session. Participants who are logged into the meeting website as a stockholder will be able to submit questions online for the general Q&A session by clicking on the Q&A icon on the right side of the screen. I now call your attention to the rules of conduct for today's meeting, which can be accessed by clicking on the Documents icon on the right side of the screen. In order to conduct an orderly meeting, we ask that you abide by these rules. Now at the request of the Chair of this meeting and our Board, I will conduct the business portion of this meeting. The 2026 Annual Meeting of Cadence's Stockholders will now come to order. We will proceed with the formal business of the meeting, as set forth in your notice of annual meeting and proxy statement. A list of the holders of record of Cadence's common stock as of the close of business on March 9, 2026, which is the record date set for this meeting, has been made available for inspection by stockholders at our corporate headquarters in the 10 days prior to this meeting. I also have affidavits certifying that as of March 25, 2026, notices of this meeting and Internet availability of proxy materials were deposited in the U.S. Mail to stockholders as of the record date in accordance with SEC rules and Delaware law. A representative from Computershare, who will be acting as the inspector of election for this meeting, is also in attendance and has taken his customary oath. I now ask the inspector of election to advise whether a quorum has been reached for this meeting.

We have present, in person or by proxy, shares representing approximately 88% of Cadence outstanding common stock, which constitutes a quorum for the conduct of business.

As I indicated in the meeting introduction, the polls are open for voting on all matters to be presented and will be closed after we go through all of the matters up for vote. After the business of the meeting is concluded and the meeting has adjourned, a question-and-answer session will follow to address questions that have been submitted to the company during this meeting. The first order of business is the election of directors, as described beginning on Page 19 of the proxy statement. The Board recommends the election of the following individuals: Mark Adams; Ita Brennan; Lewis Chew; Anirudh Devgan; Moshe Gavrielov; M.L. Krakauer; Julia Liuson; James Plummer; Alberto Sangiovanni-Vincentelli; Young Sohn and Luc Van den hove. In accordance with Cadence's bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. The second item of business is the approval of the amendment of the Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance. This proposal is discussed beginning on Page 33 of the proxy statement. The Board recommends stockholders vote in favor of this proposal. The third item of business is the approval of the following advisory resolution: resolved, that the compensation paid to Cadence's named executive officers as disclosed pursuant to Item 402 of Regulation S-K of the Exchange Act, including the compensation, discussion and analysis, compensation tables and narrative discussion in the proxy statement is hereby approved. This proposal is discussed beginning on Page 44 of the proxy statement. The Board recommends stockholder votes in favor of this proposal. The fourth and final item of business is the ratification of the selection of PricewaterhouseCoopers LLP, Cadence's independent registered public accounting firm, for the fiscal year ending December 31, 2026, as described beginning on Page 45 of the proxy statement. The Board recommends a vote in favor of this proposal. That concludes the matters to be voted on as outlined in the notice of annual meeting. I propose that the foregoing matters be put to a vote at this meeting. If you have not voted or wish to change your vote, may do so now by clicking on the link provided on the meeting website. Any stockholder who has already voted and does not want to change their vote need not take any further action. Will the common stockholders and proxies please conclude their voting. [Voting]

It is now 1:08 p.m. Pacific Time on May 7, 2026, and every stockholder has had the opportunity to vote. As of this date and time, which will be recorded in the minutes and in accordance with our bylaws, I hereby declare the polls for online voting at our 2026 annual meeting closed. The inspector of election will complete his tabulation of the voting results after the close of this meeting. I'll now turn the call over to the inspector of election to announce the preliminary results of the voting.

Each person nominated as director has been elected. The amendment of the Omnibus Equity Incentive Plan has been approved. The advisory resolution to approve named executive officer compensation has been approved. And the proposal to ratify the appointment of PricewaterhouseCoopers has been approved.

The final vote count with respect to the matters voted on today will be reported on Form 8-K as required by the SEC. This concludes the 2026 Annual Meeting of Cadence Stockholders. And on behalf of the entire Cadence Board and management team, I would like to express our gratitude to all of the stockholders for their continued support. This meeting is adjourned. It is now my pleasure to begin the Q&A session. Before I do, I will go through the safe harbor statement and Regulation G reconciliation announcement. The Q&A session, including any responses provided after the meeting on the Investor Relations website, may contain forward-looking statements. Cadence's actual results may differ materially from those expectations discussed here. Additional information concerning factors that could cause such a difference can be found in our recent reports on Form 10-K and 10-Q, our future filings with the SEC and the cautionary statements regarding forward-looking statements in our recent earnings press release. Today's Q&A session, including any responses provided after the meeting on the Investor Relations website, may also contain certain non-GAAP financial measures. You are encouraged to review the reconciliation of any such non-GAAP financial measures with their most recent direct comparable GAAP financial results, which can be found on the Investor Relations page on our website. Just as a reminder, on process, you may submit up to two questions by clicking on the Q&A icon at the right of the meeting screen. Questions should be relevant to the business of the meeting. We have no further questions from our stockholders. So that concludes the question-and-answer portion of the meeting. As needed, we will post responses to any unanswered questions that relate to the business of the meeting on our Investor Relations page as soon as practical after the meeting. I want to close by thanking everyone who participated in the virtual meeting. On behalf of the Board of Directors and employees of Cadence, thank you for your interest in and support of our company.

Thank you for participating in Cadence's 2026 Annual Meeting of Stockholders. The webcast will now end, and you may disconnect.