WILSONVILLE, OR -- The battle over Mentor Graphics has quieted down, but is hardly over.
In an SEC filing today, the electronics design automation software developer asked shareholders to vote against top shareholder Carl Icahn's slate of board nominees. “Your vote will be especially important at this year’s annual meeting of shareholders,” the board said. “The Icahn Entities are attempting to replace your directors, who have supported Mentor’s successful strategy, with nominees who have, in our opinion, preconceived notions of what is right for you and who do not have the collective knowledge, skill and experience of your current board of directors."
Icahn directly or indirectly owns just under 15% of the company. He has been accumulating shares for over a year, but the noted corporate raider had stayed in the background until earlier this year, when he intimated the company could be worth more than its current trading levels. Last month he put forth an alternate slate of three directors, and subsequently offered $17 a share, or roughly $1.7 billion, for the firm, although he acknowledged in his bid that if an alternate, higher bid came forth he would not stand in the way. His slate of directors has the support of Casablanca Capital, a leading hedge fund that owns 5.5% of Mentor's stock.
The company also adopted a series of new bylaws, including an amendment requiring that a special meeting of shareholders be called upon the demand of holders of one-third of all shares entitled to vote at the meeting. The new rule supersedes a former bylaw that permitted special meetings of the shareholders to be called only by the chief executive officer or board. Mentor said it adopted the new rule because there are "occasions when a significant minority of company shareholders should have the ability to call a special meeting."
Mentor, which developed printed circuit board and semiconductor software, also set its board size at five directors and limited the ability to “alter the frequency” of elections. Before, the board could make changes at its discretion.
And Mentor added a new article in order to opt out of the Oregon Control Share Act, which regulates the process by which a person may acquire control of an Oregon public corporation without the consent and cooperation of the corporation’s board.