Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

At June 2, 2021, Altair Engineering Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting” at which the shareholders of the Company approved the Altair Engineering Inc. 2021 Employee Stock Purchase Plan (the “ESPP”).

The ESPP is a new benefit that encourages large employee share ownership and allows eligible employees to purchase Class A common shares of the Company at a reduced price. The ESPP has been previously approved by the Board of Directors of the Company, subject to shareholder approval. The ESPP entered into force on the date of this shareholder approval. The important characteristics of the ESPP are described in the declaration of definitive proxy of the company under the title

“Proposal 2: Approval of Altair Engineering Inc. 2021 Employee Stock Purchase Plan ”, which is incorporated herein by reference. The above and incorporated description of the ESPP is qualified in its entirety by reference to the ESPP, which is included in Schedule B of the Company’s definitive proxy statement, and incorporated herein by reference as Exhibit 10.1 of this Form 8-K.

Item 5.07 Submission of Matters to the Vote of Securityholders.

At June 2, 2021, the Society held its annual meeting. The matters put to the vote at the annual meeting were as follows: (i) the election of directors, (ii) the approval of the ESPP, (iii) the approval, in an advisory capacity, of the remuneration of the Named Executive Officers of the Company and (iv) the ratification of the appointment of the Company’s independent registered public accounting firm. The proposals are described in detail in the Company’s definitive proxy statement for the annual meeting filed with the Security and Trade Commission (the “SEC”) on April 9, 2021 and as completed by the Company’s additional final documents filed with the SECOND at May 13, 2021.

The final results of the vote were as follows:

1. The shareholders elected the candidates Dr. Marie boyce and Jim F. Anderson as

    Class I directors of the Company to serve a three-year term expiring at the
    2024 annual meeting and until the director's successor has been duly elected
    and qualified, or, if sooner, until the director's death, resignation or
    removal. The votes were cast with respect to this matter as follows:




                                                          BROKER
                      FOR        AGAINST      ABSTAIN    NON-VOTES
Dr. Mary Boyce    317,491,829   18,775,614    114,244    3,265,580
Jim F. Anderson   334,885,877     41,083     1,454,727   3,265,580

2. The votes were cast as follows with regard to the proposal to approve the

    ESPP:




                                   BROKER
    FOR       AGAINST   ABSTAIN   NON-VOTES
336,100,176   275,957    5,554    3,265,580




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3.  The votes were cast as follows with respect to the proposal to vote, on an
    advisory basis, on the compensation of the Company's named executive officers
    as described in the Company's Definitive Proxy Statement:




                                   BROKER
    FOR       AGAINST   ABSTAIN   NON-VOTES
335,550,174   744,502   87,011    3,265,580




4.  The proposal to ratify the appointment of Ernst & Young LLP as the Company's
    independent registered public accounting firm for the Company's fiscal year
    ending December 31, 2021 was approved by the stockholders based upon the
    following votes:




                                   BROKER
    FOR       AGAINST   ABSTAIN   NON-VOTES
339,516,984   42,270    88,013        0

Item 9.01 Financial statement and supporting documents.

10.1      Altair Engineering Inc. Employee Stock Purchase Plan (incorporated by
        reference to Appendix B to the Company's Definitive Proxy Statement filed
        with the SEC on April 9, 2021 (file number 001-38263)).

104     Cover Page Interactive Date File (embedded within the Inline XRBL
        document)




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