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Cadence Design Systems, Inc. Incoming Letter Dated December 21, 2018

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Cadence Design Systems, Inc. Incoming Letter Dated December 21, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D .C. 20549 DIVISION OF CORPORATION FINANCE February 27, 2019 John P. Kelsh Sidley Austin LLP [email protected] Re: Cadence Design Systems, Inc. Incoming letter dated December 21, 2018 Dear Mr. Kelsh: This letter is in response to your correspondence dated December 21, 2018 and February 12, 2019 concerning the shareholder proposal (the “Proposal”) submitted to Cadence Design Systems, Inc. (the “Company”) by John Chevedden (the “Proponent”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. We also have received correspondence from the Proponent dated December 27, 2018, January 25, 2019 and February 24, 2019. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, M. Hughes Bates Special Counsel Enclosure cc: John Chevedden *** *** FISMA & OMB Memorandum M-07-16 February 27, 2019 Response of the Office of Chief Counsel Division of Corporation Finance Re: Cadence Design Systems, Inc. Incoming letter dated December 21, 2018 The Proposal requests that the board take each step necessary so that each voting requirement in the Company’s charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws. If necessary, this means the closest standard to a majority of the votes cast for and against such proposals consistent with applicable laws. There appears to be some basis for your view that the Company may exclude the Proposal under rule 14a-8(i)(10). In this regard, we note your representation that the Company will provide shareholders at its 2019 annual meeting with an opportunity to approve amendments to its certificate of incorporation that, if approved, will remove all supermajority voting requirements in the Company’s governing documents that are applicable to the Company’s common stockholders. Accordingly, we will not recommend enforcement action to the Commission if the Company omits the Proposal from its proxy materials in reliance on rule 14a-8(i)(10). In reaching this position, we have not found it necessary to address the alternative basis for omission upon which the Company relies. Sincerely, Courtney Haseley Special Counsel DIVISION OF CORPORATION FINANCE INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division’s staff considers the information furnished to it by the company in support of its intention to exclude the proposal from the company’s proxy materials, as well as any information furnished by the proponent or the proponent’s representative. Although Rule 14a-8(k) does not require any communications from shareholders to the Commission’s staff, the staff will always consider information concerning alleged violations of the statutes and rules administered by the Commission, including arguments as to whether or not activities proposed to be taken would violate the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff’s informal procedures and proxy review into a formal or adversarial procedure. It is important to note that the staff’s no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no-action letters do not and cannot adjudicate the merits of a company’s position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly, a discretionary determination not to recommend or take Commission enforcement action does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the company’s management omit the proposal from the company’s proxy materials. *** *** February 24, 2018 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 # 3 Rule 14a-8 Proposal Cadence Design Systems, Inc. (CDNS) Simple Majority Vote John Chevedden Ladies and Gentlemen: This is in regard to the December 21, 2018 no-action request. The bedrock of the company claim is on page 4 of the attachment is: "The purpose of the Rule 14a-8(i)(l 0) exclusion is to 'avoid the possibility of stockholders having to consider· matters which have already been favorable acted upon by management.' Commission Release No.34-12598 (July 7, 1976)." The company is in the awkward position of contradicting its bedrock claim by forcing shareholders to reconsider this matter again: "RESOLVED, Shareholders request that our board take each st(?p necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws." through its piecemeal simple majority vote action that will not apply to the company's implicit supermajority voting requirements. This is to request that the Securities and Exchange Commission allow this resolution to stand and be voted upon in the 2019 proxy. Sincerely, ~ ... ~ - ~ cc: James J. Cowie <[email protected] Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission December 21, 2018 Page4 - . -.. ··-- .. · The purpose of the Rule l 4a-8(i)(l 0) exclusion is to "avoid the possibility of stockhold~ having to consider matters which have already b~ favorably act.ed upon by management." ,@ommissionRelease No. 34-12598 (July 7, 1976). · . ·-- :<;,,-- . SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 SIDLEY +1 312 853 7000 +1 312 853 7036 FAX [email protected] AMERICA ASIA PACIFIC EUROPE +1 312 853 7097 February 12, 2019 Via Electronic Mail to: [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: Cadence Design Systems, Inc. - Exclusion of Stockholder Proposal submitted by John Chevedden Ladies and Gentlemen: We are writing to supplement our December 21, 2018 request (the “No-Action Request”) that the Staff of the Division of Corporation Finance (the “Staff”) advise Cadence Design Systems, Inc. (the “Company”) that the Staff will not recommend any enforcement action to the Securities and Exchange Commission (the “Commission”) if the Company excludes the stockholder proposal and supporting statement (collectively, the “Stockholder Proposal”) submitted by John Chevedden (the “Proponent”) from its proxy materials to be distributed to the Company’s stockholders in connection with the 2019 annual meeting of stockholders (the “Proxy Materials”) pursuant to Rule 14a-8(i)(10) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the basis that the Company has substantially implemented the Stockholder Proposal, or, alternatively, pursuant to Rule 14a-8(i)(3) under the Exchange Act, on the basis that the Stockholder Proposal is materially false and misleading in violation of Rule 14a-9 under the Exchange Act. Capitalized terms used but not defined in this letter shall have the meanings provided in the No-Action Request. In accordance with Rule 14a-8(j) under the Exchange Act, a copy of this supplemental letter is being sent to the Proponent. Basis for Supplemental Letter In the No-Action Request, we outlined the basis for exclusion of the Stockholder Proposal in reliance upon Rule 14a-8(i)(10) and noted that the Board intended to (a) approve amendments (the “Amendments”) to the Company’s Restated Certificate of Incorporation, as amended (the SIDLEY AUSTIN LLP IS A LIMITED LIABILITY PARTNERSHIP PRACTICING IN AFFILIATION WITH OTHER SIDLEY AUSTIN PARTNERSHIPS. Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission February 12, 2019 Page 2 “Charter”), that would replace all supermajority voting provisions in the Charter that apply to the Company’s common stock with a majority of the outstanding shares standard and (b) approve the agenda for the Company’s 2019 annual meeting of stockholders, which will include seeking stockholder approval of the Amendments (the “Company Proposal”). In the No-Action Request, which we incorporate by reference herein with respect to the Rule 14a-8(i)(10) analysis and discussion, we advised the Staff that the Company would notify the Staff by a supplemental letter of the Board’s actions in this regard. The Company submitted the No-Action
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