Icahn Issues Open Letter To Board Of Directors Of Mentor Graphics Corporation

May 01, 2012, 12:51 ET from Carl C. Icahn

NEW YORK, May 1, 2012 /PRNewswire/ -- Carl C. Icahn today issued the following open letter to the board of directors of Mentor Graphics Corporation:

767 Fifth Avenue, 47th Floor
New York, New York 10153

May 1, 2012

Board of Directors
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777


As the company's largest shareholder, we are disappointed by the Board's decision not to re-nominate Gary Meyers and Jose Maria Alapont, two of the three directors elected by shareholders as a result of our proxy contest last year. We view this action as an affront to shareholders and shareholder democracy – especially given that ISS recommended last year that shareholders vote FOR both Messrs. Alapont and Meyers.

This action, in combination with the board's recent decision to extend the company's poison pill without shareholder approval – a practice frowned upon under the ISS proxy voting guidelines – clearly indicates that the company's long track record of poor corporate governance has still not changed. Apparently, our three nominees, as a minority on a board with a still-entrenched majority, were unable to prevent this contemptuous behavior.

While it is past the deadline for nominating directors at this year's annual meeting, we wanted to inform you and the rest of the company's shareholders that these actions have not gone unnoticed.

Very truly yours,

Carl C. Icahn







SOURCE Carl C. Icahn