U.S. Securities and Exchange Commission
Washington, D.C. 20449
Notice of Exempt Solicitation
submitted pursuant to Rule 14a-6(g)
1. Name of Registrant:
Mentor Graphics Corp
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2. Name of person relying on exemption:
College Retirement Equities Fund
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3. Address of person relying on the exemption:
730 Third Avenue, New York, NY
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4. Written materials. The following materials are attached:
Exhibit 1: Letter from Peter C. Clapman on behalf of Teachers
Insurance and Annuity Association - College
Retirement Equities Fund
Ex. 99.1
LETTER
Exhibit 1
April 5, 2002
Dear Fellow Mentor Graphics Shareholder:
The College Retirement Equities Fund (CREF), a holder of more than
400,000 shares of common stock in Mentor Graphics, has submitted a shareholder
resolution for this year's annual meeting requesting the company to submit all
material equity compensation plans and plan amendments to shareholders for
approval. We urge you to support our proposal and vote "FOR" on the company's
proxy card.
As a shareholder in Mentor Graphics, you have a vital interest in this
issue, because stock options have the potential to dilute your interests over
time. At Mentor Graphics, shares granted for compensation purposes plus those
available for grant presently equal about 25% of total shares outstanding. Thus,
potential dilution from this and any other future option plan can have a
significant impact on the value of your holdings without your approval as
shareholders.
We believe the ability of shareholders to vote on such plans should be
regarded as a basic shareholder right, and most companies apparently do put all
plans to shareholder vote. The SEC estimates that about 20% of public companies
award equity compensation without shareholder approval. Moreover, shareholder
approval is an important source of discipline, particularly given the temptation
of boards and managers to overuse options, since most companies, including
Mentor Graphics, do not take an accounting charge for the cost of standard
fixed-price stock options.
Under its 1986 Stock Plan, the Board of Mentor Graphics has authorized
issuance of up to 13.5 million shares. Between early 1998 and November 2000, the
Board added 7 million shares to this plan, equal to about 11 percent of
outstanding shares. We believe the potential to dilute your ownership and/or
earnings by this amount is significant, and you, as a shareholder should have
the opportunity to vote on a matter of this importance.
In its proxy statement, the Board of Mentor Graphics makes a number of
arguments in response to our shareholder resolution. We believe these arguments
do not address the issue we are raising in the resolution--whether shareholders
should have the ability to vote on stock option plans. The Board believes it has
well-designed equity compensation plans, and that it has been a good manager of
these plans. These arguments may be fair, but they more appropriately should be
addressed to shareholders in seeking to convince shareholders to approve its
equity compensation plans. We believe shareholders have proven to be reasonable
in voting on equity compensation plans.
Although we do not dispute the company's assertion that it complies
with federal rules and stock exchange listing requirements regarding equity
compensation plans, this point does not negate the policy issues raised by our
shareholder proposal. Such proposals are not needed if
legality is the issue---the purpose of shareholder proposals is to raise issues
of board discretion as we do here---and for shareholders to express their views
to management and the Board.
We also would like to clarify one issue raised by the company in its
proxy statement response to the CREF resolution. Contrary to the company'
assertion, current Nasdaq rules DO allow grants to executive officers from
non-shareholder approval plans as long as a majority of participants are not
officers or directors, and as long as a majority of grants are made to such
employees. Moreover, the Mentor Graphics 1986 Stock Plan as published in
November 2000 permits awards "to any officer, key employee or non-employee
consultant of Mentor Graphics." Although present company policy is to avoid any
grants of non-shareholder-approved grants to officers, we believe there is
nothing in current law that prevents the Board from using the plan in the future
for executive officer grants
This shareholder resolution requests the Board to give shareholders the
opportunity to approve or disapprove all material equity compensation plans and
additions to current plans. Since this issue affects the potential value of your
investment, we urge your support for the resolution.
Very truly yours,
/s/ Peter C. Clapman
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Peter C. Clapman
PLEASE VOTE "FOR" THE SHAREHOLDER PROPOSAL ON MENTOR'S PROXY CARD
TIAA-CREF is requesting that you cast your votes FOR the shareholder proposal
(Proposal 2) on the proxy card sent out by Mentor Graphics for its May 7, 2002,
annual meeting. Please note that if you leave the proxy card blank and return
it, the company will count your votes against our proposal. TIAA-CREF, which
will not be sending out a separate proxy card, is taking no public position on
any other item being considered at the annual meeting.