DFAN14A 1 mentdfan14a051211.txt 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] Check the appropriate box: [ ] 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) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: FOR IMMEDIATE RELEASE ICAHN CONFIRMS VICTORY AT MENTOR GRAPHICS BOARD ELECTION New York, New York, May 12, 2011 Contact: Susan Gordon (212) 702-4309 Carl C. Icahn issued the following statement today: While official results may be several days away, it appears that our three nominees (Jose Maria Alapont, Gary Meyers and David Schechter) have won election as directors of Mentor Graphics, replacing incumbent directors James Fiebiger, Marsha Congdon and Fontaine Richardson. Preliminary results indicate that all three of our nominees won by a meaningfully high margin. We hope this marks the beginning of a secular change in corporate governance that will usher in a new era in which director accountability to shareholders becomes the rule rather than the exception. This is an important victory for Mentor Graphics shareholders, many of whom clearly shared our belief that change was warranted at the company. This is also a major triumph for shareholder democracy generally. We have always maintained that a board's primary responsibility is to oversee management to ensure that the interests of shareholders - the owners of the company - are zealously protected and advanced above all others. In our view, there is no better way to achieve that goal than to increase the alignment of the interests of directors and owners by allowing owners to have significant board representation. We continue to believe Mentor's shares are undervalued and are pleased to have provided a mechanism for shareholders to have a greater voice in determining the company's future. Our nominees look forward to a cooperative and productive relationship with the remaining incumbent directors.