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 [x]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
Mentor Graphics Corporation
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
Carl C. Icahn
Brett Icahn
David Schechter
Gary Meyers
Jose Maria Alapont
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FOR IMMEDIATE RELEASE
ISS SUPPORTS CARL ICAHN'S NOMINEES FOR
BOARD OF DIRECTORS OF MENTOR GRAPHICS CORPORATION
Recommends that shareholders do not vote management's white proxy card
New York, New York, May 3, 2011
Contact: Susan Gordon (212) 702-4309
Institutional Shareholder Services ("ISS"), the leading independent proxy voting
advisory firm, has recommended support for two of Carl Icahn's nominees to
Mentor Graphics' board of directors. ISS recommended that shareholders of Mentor
Graphics vote FOR Mr. Jose Maria Alapont and Mr. Gary Meyers on the Icahn
Group's GOLD proxy card.
In announcing its recommendation, ISS stated:
"The dissidents have shaped a compelling case for change around the company's
long underperformance on cost, margin, and other elements of financial
performance."
"On balance, we believe shareholder support for dissident nominees Alapont, who
has long executive experience managing cost structure in the face of significant
competitive pressure, and Meyers, whose industry experience as executive and
director which will likely add a compelling strategic insight, is warranted."
"Given that the dissidents have made a compelling case that THE COMPANY HAS
UNDERPERFORMED BOTH ITS PEERS AND ITS POTENTIAL DURING THE LONG TENURE OF THE
CURRENT BOARD AND MANAGEMENT TEAM, it seems likely that CHANGE AT THE BOARD
LEVEL IS WARRANTED." (1)
The Icahn Group thanks ISS for its incisive report and recommending two of our
nominees. It is time to send a signal to this entrenched Board. We strongly
encourage all shareholders to vote for ALL THREE Icahn nominees on the GOLD
proxy card.
If you have any questions or require any assistance in executing your proxy,
please call:
D.F. King & Co., Inc.
Shareholders call tollfree: (800) 7143313
Banks and Brokerage Firms call: (212) 2695550
ON APRIL 1, 2011, CARL C. ICAHN AND AFFILIATES ("ICAHN") FILED A DEFINITIVE
PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") IN
CONNECTION WITH THE UPCOMING 2011 ANNUAL MEETING OF SHAREHOLDERS OF MENTOR
GRAPHICS. SHAREHOLDERS ARE ADVISED TO READ ICAHN'S DEFINITIVE PROXY STATEMENT,
AND ANY OTHER RELEVANT DOCUMENTS FILED BY ICAHN WITH THE SEC, BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. THE
DEFINITIVE PROXY STATEMENT IS, AND ANY OTHER RELEVANT DOCUMENTS AND OTHER
MATERIAL FILED BY ICAHN WITH THE SEC CONCERNING MENTOR GRAPHICS WILL BE, WHEN
FILED, AVAILABLE FREE OF CHARGE AT HTTP://WWW.SEC.GOV AND
WWW.READMATERIAL.COM/MENTOR. IN ADDITION, COPIES OF THE PROXY MATERIALS MAY BE
REQUESTED FROM ICAHN'S PROXY SOLICITOR, D.F. KING & CO., INC., BY TELEPHONE AT
(800) 7143313.
_________________________
(1) Permission to use these quotes was neither sought nor obtained (emphasis
added).