Proxy Advisors Support CalSTRS, CalPERS Resolutions Filed With Brocade Communications

The Nation`s Leading Proxy Advisors Recommend Passage of Proposals Against
Bylaws Amendments and Current Board Election Practices
SACRAMENTO, Calif.--(Business Wire)--
Leading proxy advisors, RiskMetrics Group, Glass Lewis & Co, and Egan-Jones
Proxy Services, recommend Brocade Communications` shareholders support
resolutions by California`s two largest pensions. The proposals seek to remove
the company`s supermajority vote requirement and to allow directors to be
elected annually.

Proposal #6, filed by the California Public Employee`s Retirement System
(CalPERS), seeks to remove Brocade Communications` two-thirds supermajority vote
requirements to change the company`s bylaws. Proposal #7, filed by the
California State Teachers` Retirement System (CalSTRS), seeks to combine three
classes of directors elected once every three years into one class that is
elected annually. Both proposals will be voted on at the company`s April 15,
2009 annual meeting at its headquarters in San José, CA.

The pension funds contend that both nonbinding resolutions are related since
Brocade`s 67 percent supermajority vote threshold makes it extremely difficult
to change the election process necessary to ensure a more responsive board of
directors.

Of Proposal #6, which seeks to remove the supermajority requirement, RiskMetrics
said: "Requiring a higher voting threshold could permit management to entrench
itself by blocking amendments that are in shareholders` best interests."

"When abstentions and broker non-votes are considered, such a supermajority vote
can be almost impossible to obtain," said Egan-Jones in its analysis of Proposal
#6, which also is supported by Proxy Governance, a fourth leading U.S. proxy
advisor.

In the analysis of Proposal #7, which seeks to combine three classes of
directors into one, RiskMetrics said: "Managements have argued staggered boards
provide continuity and stability but empirical evidence has suggested that such
a structure is not in the shareholders` best interests from a financial
perspective."

As a deterrent to takeover bids, companies with staggered boards, "tend to
reduce shareholder returns for targets…on the order of 8 percent to 10 percent
in the nine months after a hostile bid was announced," according to the Glass
Lewis analysis.

CalSTRS, which owns approximately two million shares of the company, has a $114
billion portfolio and is the second-largest public pension fund in the United
States. It administers retirement, disability and survivor benefits for
California's 833,000 public school educators and their families from the state's
1,400 school districts, county offices of education and community college
districts.

CalPERS, which is the nation`s largest public pension fund with approximately
$174 billion in market assets owns approximately 974,000 Brocade shares. It
provides retirement benefits to more than 1.6 million State, school, and local
public employees, retirees and their families, and health benefits to nearly 1.3
million members.

California Public Employees` Retirement System
Office of Public Affairs
916-795-3991
www.calpers.ca.gov
PressRoom@calpers.ca.gov
or
California State Teachers` Retirement System
Ricardo Duran, 916-229-0925
Media Relations
www.calstrs.com
Newsroom@CalSTRS.com

Copyright Business Wire 2009