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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of
report (Date of earliest event reported)
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August 14, 2017
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PTC Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Massachusetts
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(State
or Other Jurisdiction of Incorporation)
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0-18059
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04-2866152
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(Commission
File Number)
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(IRS
Employer Identification No.)
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140 Kendrick Street
Needham, Massachusetts
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02494-2714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781) 370-5000
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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.
☐
Section
5 – Corporate Governance and Management
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Election of Director
The PTC
Inc. Board of Directors elected Dr. Corinna Lathan as a director of
the company effective as of August 15, 2017, to serve until the
2018 Annual Meeting of Stockholders. Dr. Lathan, age 49, is the
Chief Executive Officer, Co-Founder and Chair of the Board of
AnthroTronix, Inc., a biomedical engineering research and
development company. Prior to that, Dr. Lathan was an Associate
Professor of Biomedical Engineering at The Catholic University of
America and an Adjunct Associate Professor of Aerospace Engineering
at the University of Maryland, College Park. Dr. Lathan received
her B.A. in Biopsychology and Mathematics from Swarthmore College,
and an S.M. in Aeronautics and Astronautics and Ph.D. in
Neuroscience from MIT.
Dr.
Lathan was appointed to the Audit Committee of the Board upon
election.
Dr.
Lathan was granted 7,023 restricted stock units (RSUs), each
representing the right to one share of PTC common stock, as a new
director retention grant, which RSUs will vest in two substantially
equal installments on each of August 15, 2018 and 2019,
provided she remains a director of PTC on the relevant vest dates.
In addition, Dr. Lathan will receive annual Board and committee
cash retainers and an annual equity retainer in the same amounts as
our non-employee directors (other than our Chairman of the Board).
For her current term, those amounts were pro-rated for the
remaining portion of the current term. Accordingly, her annual
Board cash retainer was pro-rated to $27,000, her annual committee
cash retainer was pro-rated to $8,215, and her annual equity
retainer was pro-rated to 2,537 RSUs, which RSUs will vest on the
earlier of the date of 2018 Annual Meeting of Stockholders or
March 15, 2018 if she remains a director of PTC on that
date.
SIGNATURES
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.
PTC
Inc.
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Date:
August 17, 2017
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By:
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/s/
Aaron C. von Staats
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Aaron
C. von Staats
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General
Counsel & Secretary
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