SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
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[ ] Preliminary Proxy Statement
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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
ICAHN URGES SHAREHOLDERS TO SEND A SIGNAL
TO THE ENTRENCHED BOARD OF DIRECTORS OF MENTOR GRAPHICS
BY VOTING THE GOLD CARD FOR HIS THREE HIGHLY QUALIFIED NOMINEES
New York, New York, May 6, 2011
Contact: Susan Gordon (212) 702-4309
Carl C. Icahn issued the following statement today:
Mr. Walden Rhines, on behalf of the entrenched board of directors of Mentor
Graphics Corporation, continues to distort the motivations behind our effort to
seek minority Board representation. The company's latest letter makes no new
arguments. It only repeats arguments made previously - arguments that we have
sufficiently dispelled. Unfortunately for Mr. Rhines and his entrenched Board,
repeating something doesn't make it true. The mantra Mr. Rhines keeps repeating
can't erase the fact that Mentor's stock is now at approximately the same level
as it was in 1994. During this 17 year period, all three directors we seek to
replace supervised $65 million of compensation to Mr. Rhines.(1) In addition to
empty repetition, the letter exhibits a new level of arrogance on the part of
Mr. Rhines when he demeans the leading independent proxy advisory firm,
Institutional Shareholder Services (ISS), for its support of two of our
nominees.
Repetition and arrogance. That's all Mentor's press releases have to offer. The
time for letter-writing is over. All information regarding our view that
shareholders should vote for change at Mentor Graphics resides in the public
domain. We encourage Mentor's existing directors to stop wasting shareholder
money on advisors to further entrench themselves. We strongly encourage all
shareholders to hold this entrenched Board accountable on May 12th and vote for
ALL THREE Icahn nominees on the GOLD proxy card.
DISCARD MANAGEMENT'S WHITE 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) Walden Rhines received $20MM in base and bonus/non-equity incentive plan
compensation, along with 4.3MM options and shares worth $45MM applying SFAS
123R methodology post 1/1/06 and the midpoint of potential realizable value
at assumed annual rates of stock price appreciation for option term of 5%
to 10% prior to 1/1/06 and the closing share price on 12/31/93 for Mentor
was $13.75 versus $14.01 on 4/18/11.