Current Report Filing (8-k)
03 Februar 2017 - 10:03PM
Edgar (US Regulatory)
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
February 2, 2017
Date of Report (Date of earliest event reported)
Commission File No. 1-34795
MENTOR
GRAPHICS CORPORATION
(Exact name of registrant as specified in its charter)
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OREGON
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93-0786033
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification Number)
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8005 S.W. BOECKMAN ROAD
WILSONVILLE, OR 97070-7777
(Address of principal executive offices, zip code)
(503) 685-7000
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 2, 2017, Mentor Graphics Corporation, an Oregon corporation (the Company) held a special meeting of the
Companys shareholders in Wilsonville, Oregon (the Special Meeting). As of January 3, 2017, the Companys record date for the Special Meeting, there were a total of shares 110,368,253.00 shares of common stock, without par
value (the Mentor common stock) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 90,457,872.10 shares of Mentor common stock were present or represented by proxy and, therefore, a quorum was present. The
Companys shareholders voted on two proposals, each of which was approved by the requisite vote of the Companys shareholders. The final voting results for the proposals are set forth below.
Proposal 1
: To approve and adopt the Agreement and Plan of Merger, dated as of November 12, 2016, among the Company, Siemens
Industry, Inc., a Delaware corporation (Parent), and Meadowlark Subsidiary Corporation, an Oregon corporation and wholly owned subsidiary of Parent (Merger Subsidiary), as it may be amended from time to time (the Merger
Agreement), and pursuant to which Merger Subsidiary will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the Merger).
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For
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Against
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Abstain
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90,234,091.10
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189,303.00
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34,478.00
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Proposal 2
: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid
or become payable to the Companys named executive officers that is based on or otherwise relates to the Merger.
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For
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Against
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Abstain
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51,252,399.10
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39,914,787.00
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290,683.00
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The affirmative vote to approve and adopt the Merger Agreement satisfies one of the conditions to the closing
of the Merger, which remains subject to other customary closing conditions, including regulatory approvals.
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.
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MENTOR GRAPHICS CORPORATION
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(Registrant)
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Date: February 3, 2017
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By:
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/s/ Dean Freed
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Dean Freed
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Vice President and General Counsel
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