PTC INC

For the period ended Feb 14, 2024. Filed Jan 3, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 14, 2024 · Filed Jan 3, 2024

PTC$195.07+0.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

	☑ Filed by the Registrant			☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:

	☐ Preliminary Proxy Statement
	☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☑ Definitive Proxy Statement
	☐ Definitive Additional Materials
	☐ Soliciting Material under §240.14a-12

PTC Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

	☑ No fee required
	☐ Fee paid previously with preliminary materials
	☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

ABOUT PTC

At PTC, we don’t just imagine a better world, we help create it.

Our software is used by manufacturing companies to design, manufacture, and service products that we rely on to enrich our lives every day. While our customers range from industrial giants to startups, they have one thing in common: products —cars, medical devices, wind turbines, computers, and so much more. Our digital technologies provide the backbone to transform how these physical products are engineered, made, and serviced with excellence, efficiency, sustainability, and the customer experience in mind.

Our broad software portfolio includes market-leading computer-aided design and product lifecycle management technologies. With PTC technologies, companies are able to innovate faster, operate more efficiently, and differentiate after-market service. Each of our technologies on its own can be transformational. When used together, our technologies help companies develop a digital thread across their operations, enabling them to enhance the customer experience, create new product offerings and business models, and improve efficiency and productivity.

PTC at a Glance

MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR

	JANICE CHAFFIN LEAD INDEPENDENT DIRECTOR				Dear Fellow Stockholders,
	On February 14, 2024, the day of the Company’s Annual Stockholders’ Meeting, Neil Barua will succeed Jim Heppelmann as Chief Executive Officer of PTC. At that time, Jim will also transition from the Board. Neil’s appointment is the culmination of the Board’s comprehensive succession planning process to ensure leadership continuity and position PTC for continued growth.
	PTC first announced the Board’s CEO succession plan in July 2023. Since that time, Neil and Jim have run the business together and have met with customers, employees, investors, and partners around the world. The Board is pleased with how professional and orderly the succession process has been and we look forward to the future of PTC under Neil’s leadership.
	The Board sincerely thanks Jim for all his contributions to PTC and congratulates him on a distinguished career. Over his 26 years with the company, including the last 13 as CEO, Jim’s visionary leadership helped transform all aspects of PTC and drove long-term value for shareholders. We wish Jim and his family well as they begin this next chapter in life.
	As we look forward, we are confident that PTC has never been in a better position to deliver value to our customers and shareholders.
	On behalf of our entire organization, we thank you for your support and we look forward to seeing you at our Annual Meeting on February 14.
	Sincerely,
	Janice Chaffin Lead Independent Director
	January 3, 2024

NOTICE OF 2024 ANNUAL STOCKHOLDERS’ MEETING

		WHEN			WHERE			RECORD DATE
		Wednesday, February 14, 2024 10:00 a.m., Boston Time			PTC Inc. 121 Seaport Boulevard Boston, MA 02210			All stockholders as of the record date, December 8, 2023, have the right to attend and vote at the Annual Stockholders’ Meeting.

Matters to Be Voted on at the Annual Meeting

Proposal	Board Recommendation
1	Elect nine directors to serve until the 2025 Annual Meeting of Stockholders	Vote FOR all director nominees
2	Advisory vote to approve the compensation of our named executive officers (Say-on-Pay)	Vote FOR
3	Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024	Vote FOR

Other matters that are properly brought before the meeting may also be considered.

In order to establish a quorum and facilitate the tabulation of votes, please vote before the meeting, even if you plan to attend the meeting.

			For more information, see “Additional Meeting Information.”

HOW TO VOTE

		ONLINE			BY MAIL			SCAN						BY PHONE
		at www.proxyvote.com			if you received a printed version of these proxy materials			the QR code on your proxy card or notice using your mobile device						touch-tone if you received a printed version of these proxy materials

		IMPORTANT NOTICE OF THE INTERNET AVAILABILITY OF PROXY MATERIALS
		The Proxy Statement and our 2023 Annual Report are available to stockholders at proxyvote.com. We made this proxy statement available to stockholders beginning on January 3, 2024.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.