Synopsys adds Elliott Investment board member in cooperation deal

Synopsys Inc. (NASDAQ: SNPS) entered into a cooperation agreement with Elliott Investment Management on May 26, 2026, according to a company statement.

Under the agreement, Synopsys will expand its board of directors by one seat and appoint Jesse Cohn, representing Elliott, effective June 1, 2026. Cohn will serve an initial term through the company's 2027 annual stockholder meeting and join the Corporate Governance and Nominating Committee.

The board determined Cohn qualifies as an independent director under Nasdaq listing rules and Securities Exchange Act regulations. Synopsys will include Cohn in its slate of nominees for the 2027 annual meeting.

The agreement establishes provisions for selecting a replacement director if Cohn becomes unable to serve, provided Elliott maintains at least 1.5% beneficial ownership of Synopsys common stock. Elliott and Synopsys would cooperate to mutually select any substitute director.

Elliott agreed to standstill restrictions limiting its ownership to no more than 4.9% beneficial ownership or 7.5% aggregate economic exposure to Synopsys stock during the cooperation period. These restrictions remain in effect until the later of the agreement's first anniversary or ten days after Cohn ceases board service.

The agreement includes voting commitments and mutual non-disparagement provisions. Elliott must provide advance notice if Cohn resigns from the board. The standstill restrictions may be lifted if Synopsys materially breaches the agreement or enters certain extraordinary transactions.

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