SYNOPSYS INC

This proposal requests that the board amend Synopsys’ governance to allow shareholders entitled to cast the minimum number of votes necessary to act at a meeting to instead act by written consent, and to allow shareholders to initiate any topic via written consent. The proponent argues the change is needed because current bylaws require 15% ownership and a one-year holding period to call a special meeting, which they say impedes timely shareholder action. The proposal is intended to provide a faster alternative to call for corporate action, improve shareholder leverage in engagement with management, and remove the alleged ownership-duration restriction. It focuses on shareholder rights and mechanisms for initiating and effectuating corporate actions outside of convened meetings.