PTCPTC Inc.
PTC is a global software company headquartered in Boston, Massachusetts. 10-K, Item 1
Deals between PTC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2025-12-23 reports that the one filed 2025-01-02 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-01-02.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 2 paragraphs of the proxy filed 2025-01-02 with nothing like them this year
Review of Transactions with Related Persons“It is necessary or desirable for PTC to enter into the transaction at that time; • The amount of consideration to be paid or received by PTC is appropriate; and • Entering into the transaction with the related person rather than an independent third party is desirable. All related person transactions described below were reviewed and approved by the Audit Committee in accordance with such policy. Transactions with Related Persons Howard Heppelmann served as PTC’s Divisional Vice President, IoT, through May 2024, and as Senior Strategic Advisor, Products, through September 2024. Howard Heppelmann is the brother of James Heppelmann, our former Chief Executive Officer. Howard Heppelmann was never an executive officer of PTC. For 2024, he was paid a salary of $317,423 and an incentive bonus of $126,000, and was granted $249,963 worth of service-based RSUs that were eligible to vest in three equal annual installments. The amounts paid were commensurate with those of his peers. Upon separation from service in October 2024 due to a change in PTC’s IoT strategy, he received a severance payment of $106,615, and, as required by law, a payment of $9,087 for accrued and unused PTO. He also became entitled to a COBRA subsidy for twelve months valued at $24,235, outplacement services valued at $9,100, and continued vesting of 4,257 RSUs held by him on the separation date. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that our executive officers and directors and other persons who beneficially own more than 10% of a registered class of our equity securities file reports of ownership and reports of changes in ownership of shares and other equity securities with SEC. Based solely on our review of written representations provided to us by the reporting persons, we believe that all applicable ownership reporting requirements were complied with in the year ended September 30, 2024, other than Mr. von Staats for whom a Form 4 reporting a gift of 147 shares was filed 10 days late due to the failure of the broker to timely report the transaction to Mr. von Staats. Help Us Reduce Our Environmental Impact Eliminate Duplicate Materials Sent to Shareholders Sharing the Same Surname and Address Shareholders holding their shares in a brokerage account or bank account that share the same surname and address generally receive only one copy of the notice or materials. This practice conserves natural resources and reduces duplicate mailings and associated printing and postage costs. If you would like to receive a separate copy of the notice, our annual report and/or proxy statement, as applicable, or to receive separate copies of future mailings, please submit your request to the address or phone number that appears on your notice or proxy card. We will deliver such additional copies promptly upon receipt of such request. Shareholders receiving multiple copies at the same address may request that they receive only one. To do so, please submit your request to the address or phone number that appears on your notice or proxy card. Elect Electronic Delivery of Proxy Materials We began providing proxy materials electronically to our shareholders in connection with our 2008 Annual Meeting of Shareholders and provide printed proxy materials only to shareholders that request them. This has reduced the number of proxy statements and Annual Reports that are printed each year from 43,000 copies of each document in 2007 to fewer than 2,000 copies of each document each year.”
Read it in last year's proxy ↗
Review of Transactions with Related Persons“If you currently receive printed copies of our proxy materials and you would like to reduce the environmental impact associated with printing and mailing future proxy materials to you, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the Internet voting instructions on your notice or proxy card and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Review of Transactions with Related Persons“It is necessary or desirable for PTC to enter into the transaction at that time;”
Read it in the proxy ↗
The whole section 3 paragraphs, proxy filed 2025-12-23
Review of Transactions with Related Persons“We have a written policy regarding the review, approval, and ratification of transactions involving related persons. Related persons include our directors, executive officers, and persons or entities that beneficially own more than 5% of our outstanding common stock and their respective immediate family members as defined in applicable SEC regulations.”
Read it in the proxy ↗
Review of Transactions with Related Persons“Our Audit Committee is responsible for reviewing and approving or ratifying any related party transaction exceeding a specified threshold (unless such transaction involves the compensation of an executive officer whose compensation is reviewed and approved by the Compensation and People Committee). In reviewing such transactions, the Audit Committee considers whether:”
Read it in the proxy ↗
Review of Transactions with Related Persons“It is necessary or desirable for PTC to enter into the transaction at that time;”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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