CADENCE DESIGN SYSTEMS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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CADENCE DESIGN SYSTEMS, INC.

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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders of CADENCE DESIGN SYSTEMS, INC., a Delaware corporation (“Cadence”), will be held as follows:

Items of Business:

The purpose of the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) is to consider and take action on the following:

These items of business are more fully described in the proxy statement accompanying this notice.

Record Date:

Holders of Cadence common stock at the close of business on March 10, 2025 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

How to Vote:

Your vote is important to us. Please cast your vote promptly via the internet, telephone or mail. Specific instructions on how to vote are included in the Notice of Internet Availability of Proxy Materials that Cadence will mail to its stockholders as of the Record Date on or about March 25, 2025. You will also be able to vote your shares electronically during the virtual Annual Meeting.

How to Attend:

The Annual Meeting will be held online atwww.meetnow.global/M9LNHJ2 via live audio webcast. Stockholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions through the virtual meeting platform during the meeting. Please refer to the “Information About the Annual Meeting” section of the proxy statement for detailed instructions on how to register for and attend the Annual Meeting.

By Order of the Board of Directors,

PROXY STATEMENT

LETTER TO OUR STOCKHOLDERS

Dear Cadence Stockholders:

On behalf of the Board of Directors, I want to thank you for your continued investment in and support of Cadence. The Board represents your interests with the goal of creating sustainable long-term value for stockholders. In 2024, we continued to focus on overseeing the execution of Cadence’s business strategy, sound business fundamentals and governance, and prudent risk management. I am pleased to communicate with you about several of our priorities and actions since the 2024 Annual Meeting of Stockholders.

Business Strategy

The Board discusses Cadence’s business strategy, execution against that strategy, governance, and risk management throughout the year. Cadence’s execution of its Intelligent System Design Strategy, with a customer first mindset and high-performance culture, continues to drive strong business performance.

Generational trends such as hyperscale computing, autonomous driving, and 5G, all accelerated by the AI supercycle, continue fueling strong design activity. In 2024, we expanded our portfolio across core electronic design automation (EDA), semiconductor intellectual property (IP) and System Design and Analysis (SD&A) through organic innovation and strategic acquisitions. Our cutting-edge chip-to-systems platforms continue empowering customers to build their next-generation products. Our Cadence.ai portfolio gained strong momentum, with market-shaping customers increasingly using our AI-driven optimization products, including Cadence Cerebrus, Verisium AI and Allegro X AI. Cadence Cerebrus, offering transformative PPA (power, performance, and area) benefits, is rapidly becoming an essential part of the design flow for our customers, with more than 750 tape-outs to date. Our Verisium AI verification platform gained share at key customers as they embraced the significant boost in verification quality and efficiency. Our Allegro X design platform, which offers in-design analysis and expanded collaboration capabilities, is delivering significant productivity benefits to our customers.

Cadence is accelerating the development of today’s AI infrastructure buildout and is strongly positioned to leverage its computational software expertise to drive the next wave of innovation in Physical AI and Sciences AI. The growing foundry ecosystem is also driving increased design activity, and creating significant opportunities for Cadence, where our products and services enable our customers to create new leading-edge devices and processes.

As a result, in 2024 Cadence delivered strong growth, advancing its core EDA business, while meaningfully expanding its IP and SD&A businesses. As the AI era continues to unfold, Cadence’s compelling AI-driven portfolio, powered by accelerated computing, is delivering transformative results to customers, uniquely positioning us to capitalize on these massive opportunities, and return significant value to stockholders.

Board Refreshment

In December 2024, the Board appointed Moshe Gavrielov as a member of the Board. Mr. Gavrielov has extensive executive leadership and management experience from his roles as chief executive officer and other management positions at a range of technology companies. In addition, he contributes to the expertise of our Board from serving and having served as a member of other public company boards.

As we continue to evaluate board refreshment, we remain committed to seeking skilled and talented leaders who can apply their unique and valuable experiences to the stewardship of Cadence. We regularly review board composition and will continue to proactively manage the composition of the Board to ensure it has the appropriate mix of skills and experience to address Cadence’s current and future needs.

Corporate Governance and Stockholder Engagement

We routinely evaluate our corporate governance against best practices at fellow S&P 500 companies, investor guidelines and feedback, and alignment with Cadence’s strategy and needs. As our stockholders play an important role in governance, Cadence maintains a robust stockholder engagement program to better understand your viewpoints on topics such as sustainable business practices, board composition and refreshment, culture, and executive compensation. For our engagement in the fall of 2024, Cadence reached out to more than 20 stockholders representing over half of our outstanding shares. Our stockholders also have the opportunity to communicate their views at the Annual Meeting, during our quarterly earnings process, or by writing to us at the address provided in the section of this proxy statement entitled “Communication with Directors.”

Your vote is important to us. We encourage you to read this proxy statement and vote your shares.

Sincerely,

ML Krakauer

Board Chair

Forward Looking Statements

This letter and our proxy statement contain forward-looking statements, including Cadence’s outlook on strategic objectives, business prospects, technology and product developments, industry trends, market growth, short-term and long-term financial targets and objectives, expected or future equity usage, shares outstanding, expected compensation decisions and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements.

For a detailed discussion of cautionary statements related to Cadence’s business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings.

All forward-looking statements in this letter and our proxy statement are based on management’s expectations as of the date of this letter and our proxy statement and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.