form8k.htm
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


Date of report (Date of earliest event reported)
March 3, 2010
 
Parametric Technology Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Massachusetts
(State or Other Jurisdiction of Incorporation)
 
0-18059
04-2866152
(Commission File Number)
(IRS Employer Identification No.)
 
140 Kendrick Street
Needham, Massachusetts
 
02494-2714
(Address of Principal Executive Offices)
(Zip Code)
 
(781) 370-5000
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)


     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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 

 Section 5 – Corporate Governance and Management

Item 5.07
Submission of Matters to a Vote of Security Holders

An Annual Meeting of Stockholders was held on March 3, 2010.  Four proposals were before the meeting:
 
·  
Election of three Class II directors to serve until the 2013 Annual Meeting;
 
·  
Approval of the performance goals under the 2009 Executive Cash Incentive Performance Plan for the purposes of Section 162(m) of the Internal Revenue Code;
 
·  
Re-approval of the performance goals under the 2000 Equity Incentive Plan for the purposes of Section 162(m) of the Internal Revenue Code; and
 
·  
Confirmation of the selection of PricewaterhouseCoopers LLP as PTC’s independent registered public accounting firm for the 2010 fiscal year.
 
All of the proposals passed.  The votes with respect to the proposals are set forth below.


Elect Three Class II Directors to Serve until the 2013 Annual Meeting
 
For
  
Withheld
  
Broker Non-Votes
Paul A. Lacy
100,753,338
  
1,735,851
  
7,486,441
Michael E. Porter
65,279,989
  
37,209,200
  
7,486,441
Robert P. Schechter
100,751,937
  
1,737,252
  
7,486,441


Approve the Performance Goals under the 2009 Executive Cash Incentive Performance Plan
For
  
Against
  
Abstain
  
Broker Non-Votes
96,439,366
  
3,564,230
  
485,593
  
7,486,441


Re-Approve the Performance Goals under the 2000 Equity Incentive Plan
For
  
Against
  
Abstain
  
Broker Non-Votes
93,846,048
  
8,071,074
  
572,067
  
7,486,441


Confirm the Selection of PricewaterhouseCoopers LLP as PTC’s Independent Registered Public Accounting Firm for the 2010 Fiscal Year
For
  
Against
  
Abstain
  
Broker Non-Votes
107,140,680
  
2,826,200
  
8,750
  
--


 
 
 

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.

 
 
Parametric Technology Corporation
  
       
       
       
Date:  March 5, 2010
By:
/s/Aaron C. von Staats
  
   
Aaron C. von Staats
  
   
General Counsel & Secretary