8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 8, 2021

ASPEN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34630	04-2739697
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Crosby Drive,	Bedford,	MA	01730
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (781) 221-6400

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, $0.10 par value per share	AZPN	NASDAQ Global Select Market

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The board of directors elected Karen Golz as a Class I director, effective March 8, 2021. Her term will expire at the 2021 Annual Meeting of Stockholders. Ms. Golz was also appointed to serve on the board’s Audit Committee.

Upon the effective date of her election to the board, Ms. Golz will be granted stock options and Restricted Stock Units (RSUs) with a total value of $200,000 based on the closing price of our common stock on the NASDAQ on the trading day next preceding the effective date of her appointment.

Ms. Golz is a retired partner of Ernst & Young (EY), a public accounting firm. On March 8, 2021, we issued a press release announcing her election to our board of directors. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of Section 11 or 12(a)(2) of the Securities Act of 1933, nor shall it be deemed incorporated by reference in any filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d)                                 Exhibits.

The following exhibit shall be deemed to be furnished, and not filed:

Exhibit No.	Description
99.1	Press release issued by Aspen Technology, Inc. on March 8, 2021.

SIGNATURE

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.

	ASPEN TECHNOLOGY, INC.
Date: March 8, 2021	By:	/s/ Frederic G. Hammond
		Frederic G. Hammond
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Contacts:

Media Contact	Investor Contact
Aspen Technology, Inc.	ICR Inc. for AspenTech
Lucy Millington	Brian Denyeau
lucy.millington@aspentech.com	brian.denyeau@icrinc.com

Aspen Technology Appoints Karen Golz to its Board of Directors

BEDFORD, Mass. – March 8, 2021 – Aspen Technology, Inc. (NASDAQ:AZPN), a global leader in asset optimization software, has appointed Karen Golz to its Board of Directors.

Golz is a retired partner of Ernst & Young (EY), a public accounting firm, where she held various senior leadership positions during her 40-year tenure at the firm, including most recently, Global Vice Chair, Japan (2016-2017). In addition to accounting, financial reporting and audit expertise, Golz brings considerable experience in international and regulatory matters. As Global Vice Chair of Professional Practice (2010-2016), Golz oversaw accounting, auditing, regulatory, tools and methodologies and supported innovation within EY’s Global Assurance practice. Prior to that, Golz held the Americas and Global Vice-Chair of Professional Ethics/Independence.

“I am delighted to welcome Karen Golz to our Board of Directors,” commented Antonio Pietri, President and CEO of Aspen Technology. “Karen brings a wealth of experience, credibility and trust to our Board and will help to guide AspenTech through the next period of innovation, growth and transformation.”

“Aspen Technology has an exciting vision for the future and innovative technology to help its customers achieve their goals for operational excellence and sustainability. I look forward to joining the impressive team at AspenTech and supporting its ambitions for long-term value creation,” said Karen Golz.

Karen Golz is a board and audit committee member of Analog Devices, Inc. and Osteon Holdings/Exactech, a private company. She is senior advisor to The Boston Consulting Group’s Audit and Risk Committee. She is a National Association of Corporate Directors (NACD) Board Leadership Fellow and she sits on the Board of Trustees of the University of Illinois Foundation. She earned her Bachelor of Science degree in Accountancy, summa cum laude, from the University of Illinois, Urbana-Champaign and is a certified public accountant.

About Aspen Technology

Aspen Technology (AspenTech) is a global leader in asset optimization software. Its solutions address complex, industrial environments where it is critical to optimize the asset design, operation and maintenance lifecycle. AspenTech uniquely combines decades of process modelling expertise with artificial intelligence. Its purpose-built software platform automates knowledge work and builds sustainable competitive advantage by delivering high returns over the entire asset lifecycle. As a result, companies in capital-intensive industries can maximize uptime and push the limits of performance, running their assets safer, greener, longer and faster. Visit AspenTech.com to find out more.

© 2021 Aspen Technology, Inc. AspenTech and the Aspen leaf logo are trademarks of Aspen Technology, Inc.

Source: Aspen Technology, Inc.

XML

Cover Page	Mar. 08, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 08, 2021
Entity Registrant Name	ASPEN TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34630
Entity Tax Identification Number	04-2739697
Entity Address, Address Line One	20 Crosby Drive,
Entity Address, City or Town	Bedford,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01730
City Area Code	781
Local Phone Number	221-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.10 par value per share
Trading Symbol	AZPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000929940
Amendment Flag	false