UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  þ                            Filed by a Party other than the Registrant  ¨

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
þ		Definitive Additional Materials
¨		Soliciting Material Pursuant to § 240.14a-12
CADENCE DESIGN SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

 

 

 

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Cadence Design Systems, Inc.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting to Be Held on Friday, May 4, 2012

The Proxy Statement, Annual Report and other proxy materials are available at: http://www.proxyvoting.com/cdns

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before April 24, 2012 to facilitate timely delivery.

TO REQUEST PAPER COPIES OF PROXY MATERIALS:

(please reference your 11-digit control number when requesting materials)

By opting out to receive printed materials, your preference for future proxy mailings will be kept on our file.

Telephone: 1-888-313-0164

(outside of the U.S. and Canada call 1-201-680-6688).

Email: shrrelations@bnymellon.com

(you must reference your 11-digit control number in your email)

Internet: http://www.proxyvoting.com/cdns

TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE

This is not a proxy card. You cannot use this notice to vote your shares.

Dear Stockholder:

The 2012 Annual Meeting of Stockholders of Cadence Design Systems, Inc. (the “Company”) will be held at the offices of the Company located at 2655 Seely Avenue, Building 10, San Jose, California 95134, on Friday, May 4, 2012, at 1:00 p.m. Pacific time.

Proposals to be considered at the Annual Meeting:

(1) To elect directors to serve until the 2013 Annual Meeting of Stockholders and until their successors are elected and qualified, or until the directors’ earlier death, resignation or removal.

(2)

To approve an amendment and restatement of the 1995 Directors Stock Option Plan.

(3) To approve an increase in the number of authorized shares of common stock reserved for issuance under the 1995 Directors Stock Option Plan.

(4)

Advisory resolution to approve executive compensation.

(5) To ratify the selection of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 29, 2012.

The Board of Directors of the Company recommends a vote “FOR” proposals 1, 2, 3, 4, and 5.

The Board of Directors of the Company has fixed the close of business on March 6, 2012 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the 2012 Annual Meeting of Stockholders and at any adjournment or postponement thereof.

CONTROL NUMBER

YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO

VOTE YOUR PROXY ELECTRONICALLY OR BY TELEPHONE.

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Stockholders of record as of the Record Date are cordially invited and encouraged to attend the 2012 Annual Meeting of Cadence Design Systems, Inc. To receive directions to this Annual Meeting, please visit our corporate website at http://www.cadence.com.

Meeting Location:

Cadence Design Systems, Inc. 2655 Seely Avenue, Building 10 San Jose, California 95134

The following Proxy Materials are available for you to review online:

• the Company’s 2012 Proxy Statement;

• the Company’s Annual Report for the fiscal year ended December 31, 2011 (which is not incorporated into the proxy soliciting materials); and • any amendments to the foregoing materials that are required to be furnished to stockholders.

To request a paper copy of the Proxy Materials:

(you must reference your 11-digit control number located on the reverse side of this form)

Telephone: 1-888-313-0164 (outside of the U.S. and Canada call 1-201-680-6688)

Email: shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)

Internet: http://www.proxyvoting.com/cdns

The Proxy Materials for Cadence Design Systems, Inc. are available to review at:

http://www.proxyvoting.com/cdns

Have this notice available when you request a PAPER copy of the Proxy Materials, when you want to view your Proxy Materials online OR WHEN YOU WANT TO VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE.

HOW TO VOTE BY INTERNET OR TELEPHONE

We encourage you to access and review the Proxy Materials online before voting.

Use the Internet or call the telephone number provided to vote your shares. Have this notice in hand when you access the website or call the telephone number provided.

On the landing page of the above website in the box labeled “To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares.

You will need to reference the 11-digit control number located on the reverse side.

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