UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2014
MENTOR GRAPHICS CORPORATION
(Exact name of registrant as specified in charter)
| OREGON | 0-13795 | 93-0786033 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 8005 S.W. BOECKMAN ROAD WILSONVILLE, OR |
97070-7777 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (503) 685-7000
NO CHANGE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s 2014 Annual Meeting of Shareholders was held pursuant to notice at 5:00 p.m. Pacific time on June 11, 2014 at our offices in Wilsonville, Oregon to consider and vote upon:
| Proposal 1 |
Election of directors to serve for the ensuing year and until their successors are elected; | |
| Proposal 2 |
Shareholder advisory vote to approve executive compensation; | |
| Proposal 3 |
Shareholder proposal to amend the Company’s 1987 Restated Articles of Incorporation to provide for majority voting in uncontested elections of directors; | |
| Proposal 4 |
Shareholder proposal to amend the Company’s 2010 Omnibus Incentive Plan to increase the number of shares reserved for issuance under the plan; | |
| Proposal 5 |
Shareholder proposal to amend the Company’s 1989 Employee Stock Purchase Plan and Foreign Subsidiary Employee Stock Purchase Plan to increase the number of shares reserved for issuance under each of the plans; and | |
| Proposal 6 |
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2015. | |
The results of the voting for election of directors were as follows:
| Proposal 1 Election of Directors |
For | Withheld | Broker Non-Votes | |||
| Keith L. Barnes |
48,593,477 | 53,271,297 | 6,404,853 | |||
| Sir Peter L. Bonfield |
48,381,506 | 53,483,268 | 6,404,853 | |||
| Gregory K. Hinckley |
52,774,703 | 49,090,071 | 6,404,853 | |||
| J. Daniel McCranie |
52,870,429 | 48,994,345 | 6,404,853 | |||
| Patrick B. McManus |
52,872,381 | 48,992,393 | 6,404,853 | |||
| Walden C. Rhines |
52,161,024 | 49,703,750 | 6,404,853 | |||
| David S. Schechter |
76,239,195 | 25,625,579 | 6,404,853 | |||
| Jeffrey M. Stafeil |
82,449,442 | 19,405,928 | 6,414,257 | |||
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The results of the voting on the other proposals were as follows:
| For | Against | Abstention | Broker Non-Votes |
|||||||||||||
| Proposal 2 |
81,720,045 | 19,722,255 | 413,068 | 6,414,259 | ||||||||||||
| Proposal 3 |
100,055,952 | 1,611,875 | 187,542 | 6,414,258 | ||||||||||||
| Proposal 4 |
94,793,450 | 6,879,872 | 182,046 | 6,414,259 | ||||||||||||
| Proposal 5 |
100,773,791 | 913,338 | 168,240 | 6,414,258 | ||||||||||||
| Proposal 6 |
106,023,613 | 2,048,200 | 197,814 | 0 | ||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MENTOR GRAPHICS CORPORATION (Registrant) | ||||||
| Date: June 13, 2014 | By: | /s/ Dean M. Freed | ||||
| Dean M. Freed | ||||||
| Vice President and General Counsel | ||||||
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