UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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.      )

(as filed)

Filed by the Registrant x    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

x Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

CALIFORNIA MICRO DEVICES CORPORATION

(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):

x 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:

Registrant today used the following slideshow in connection with a stockholder presentation. Registrant also posted this slideshow to its http://annualmeeting.cmd.com website under the stockholder presentation tab.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Focused on Building Shareholder Value

August 2009

3

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Forward Looking Statements and Non-GAAP

Financial Measure Use

All

items in this slideshow and all statements and responses to questions in the associated presentation

which are not historical facts are forward-looking statements made in reliance upon a Federal securities law

safe harbor.  Such forward-looking statements are not guarantees of future performance or events; rather

they are based upon our current expectations, estimates, beliefs, and assumptions about the future, which

may prove incorrect, and upon our goals and objectives, which may change.  Such forward-looking

statements include our expectations for fiscal 2010 to grow market share, especially in Europe in Q2, to have

positive cash flow in Q3, and to achieve non-GAAP profitability in Q4; our guidance for revenue and loss for

fiscal 2010 Q2 and our expectation for revenue growth to continue in Q3 and Q4; our ability to grow in a slow

economy by gaining market share in certain markets and taking advantage of growth in others; our action plan

and current priorities; and the growth drivers and 2010 SAM for the protection market, which we believe is a

large and growing opportunity.  These statements are subject to risks such as whether the global economy

improves;

whether

our

target

markets

and

our

penetration

of

them

grow

as

anticipated

with

little

price

erosion;

whether we are able to reduce costs to meet competition faster than product price declines; whether we

encounter unanticipated expenses; whether we target the right areas for R&D and whether that R&D is

successful as well as other risks and factors set forth in our fiscal 2010 first quarter Form 10-Q.  Therefore,

actual events or our actual financial or other results may differ materially from those in the forward-looking

statements.  We disclaim any duty to update such statements which speak only as of today.  Reference is

made to our fiscal 2010 first quarter earnings release and August 4, 2010, Form 8-K for a discussion of our

calculation and use of the non-GAAP profit or loss financial measure.

4

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Topics and Key Points

•

CMD overview

•

CMD has a history of responding successfully to

macroeconomic challenges and evolving markets

•

CMD has a clear plan to build shareholder value by

focusing on its core protection business to exploit the

current large market opportunity

•

Dialectic has no plan and its nominees would not add

value to the CMD Board

•

The CMD Board is highly qualified and has a strong

commitment to sound corporate governance

•

Conclusion

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

CMD Overview

6

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

CMD Highlights

•

Five consecutive years of profit and positive operating

cash flow through fiscal 2008

•

Customer value proposition is more relevant than ever

creating an opportunity to grow even in a slow

economy

•

Addressing challenges with a clear action plan

–

Focused on

returning to positive cash flow and profitability

–

Strengthening key customer relationships

–

Investing in key new products for high growth protection

markets

•

Solid balance sheet means financial staying power and

ability to invest in future

•

Committed to enhancing shareholder value and to

sound corporate governance

7

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

What is a Protection Device?

ESD Protection

EMI Protection

Signal Integrity

8

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

st

st

st

st

st

st

A Track Record of Innovation

2000

2008

2002

2004

2006

1

<1pF ESD

1

integration of

CMOS & ESD

1   inductor based

EMI filter

1   impedance

matched ESD

1  CSPs

for

handsets

1   Praetorian III

EMI filter

9

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

World Class Customers

•

All of the top 5 mobile handset manufacturers plus

one of the leading smart phone manufacturers

•

3 of the top 5 digital consumer manufacturers

•

One of the top HBLED manufacturers

•

All of the top 5 PC manufacturers

•

The leading printer manufacturer

•

Most leading ODMs and CEMS worldwide

•

And still growing…

10

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

A Global Presence

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Successful Response to

Macroeconomic Challenges and

Evolving Markets

12

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

CMD Revenue 2001-

H1 2009

$-

$10

$20

$30

$40

$50

$60

$70

$80

FY01

FY02

FY03

FY04

FY05

FY06

FY07

FY08

FY091H

Annualized

Mature PC/DCE Protection

Low Cap

Handset Protection

HBLED Lighting

Non-Core

Display Controller

New

management

team

Market share loss by

major customer and

move away from CSP

New customer

and product traction

13

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

CMD Revenue Q1FY09 -

Q2FY10E

$-

$2

$4

$6

$8

$10

$12

$14

$16

$18

Q1FY09

Q2FY09

Q3FY09

Q4FY09

Q1FY10

Q2FY10E

Mature PC/DCE Protection

Low Cap

Handset Protection

HBLED Lighting

Non-Core

Display Controller

Impact of

Recession

Recovery

Begins

14

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Responding to Challenges—2001

•

Sharp drop in demand

especially in telecom

infrastructure

•

Two fabs, inhouse test and

large excess inventory

•

Significant long term debt

and negative net cash

•

Weak management team

•

Refocused on high volume

growth markets and

generated revenue growth

•

Outsourced manufacturing,

resized company and

restructured balance sheet

•

Paid off debt and built solid

cash balance

•

Strengthened management

team and overall

organization

Challenges

Responses

15

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Responding to Challenges—2006/7

•

Shift from Chip Scale

Packages (CSP) to plastic

by major handset customers

•

Inroads by ceramic filters

•

Loss of market share by

major handset customer

•

Put in place a complete line

of handset protection

devices while continuing to

promote advantages of CSP

•

Instituted major product cost

reductions

•

Significantly broadened

customer base including all

of top five handset

manufacturers

Challenges

Responses

16

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

2001 versus 2009

•

Most of revenue from

telecom infrastructure and

PC markets

•

Thousands of products—

most old and generating little

or no revenue

•

Two fabs and inhouse test

•

300 plus employees

•

($3.0 million) net cash* as of

3/31/01

•

Most of revenue from mobile

handset, consumer electronics

and HBLED markets

•

Product portfolio tightly

focused on market

opportunities—vast majority of

revenue from new products

•

Production fully outsourced

•

Fewer than 100 employees

•

$45.6 million net cash* as of

3/31/09

* Net

cash:

cash

plus

short

term

investment

less

indebtedness,

both

current

and

long-term

portions,

and capital leases.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

A Clear Plan to Build Shareholder

Value by Focusing on Our Core

Protection Business

18

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Plan to Build Shareholder Value

•

Protection market represents a large and growing

opportunity

–

Market share gains and secular growth in end markets,

especially HBLED lighting, enable growth in a slow economy

•

Exiting display controller business allows us to focus

all of our effort on exploiting protection opportunity

while significantly lowering spending

•

Have also implemented other significant cost savings

to accelerate return to positive cash flow and non-

GAAP profitability

19

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Benefiting from Current Environment

•

Greater receptiveness of key customers to value

proposition especially technology leadership and

fabless business model economics—expect to grow

market share, especially in Europe, starting in Q2

•

Severe financial pressure on some competitors,

especially those with fabs and heavy debt burdens,

creates window of opportunity

•

Cost and space pressures leading to growing interest

in CSP even at customers that had previously moved

away from it

•

Greater leverage with suppliers together with process

and design improvements helps boost gross margins

20

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Protection Growth Markets

Mobile Handset

Digital Consumer

HBLED Lighting

2010 SAM

$901M

Source:  iSuppli, CMD Estimates

21

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Protection Market Growth Drivers

•

Rapid growth of the smart phone market

•

Secular growth in High Brightness LED lighting for

the foreseeable future

•

Growing use of the High Definition Multimedia

Interface (HDMI) in TVs, digital settops, Blu-ray Disk

players, digital cameras, digital camcorders and

videoconferencing  systems

•

The growing number of netbooks and ebooks that

include cellular modems

22

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Protection Growth Markets

23

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Leading Edge Products

•

Praetorian®

EMI filters

–

Provide the most advanced EMI suppression

available for mobile phones and netbooks

•

LuxGuard™

ESD protection

–

Protection devices for High Brightness LED

lighting applications

•

PicoGuard®

and MediaGuard™

–

ESD protection devices for the high speed

HDMI®

video interfaces used in digital TVs

and set top boxes

Strongest Product Portfolio and Pipeline in Company’s History

24

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Current Priorities

•

Continue to strengthen key customer relationships

•

Accelerate design win activity for leading edge

products

•

Invest in key new products

•

Improve gross margin

•

Control spending

•

Return to positive cash flow and non-GAAP

profitability!

25

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Outlook For the Future

•

Revenue bottomed in March quarter and grew slightly

in June

•

Guided to accelerated growth in September based

largely on market share gains

•

Expect growth to continue and to achieve positive

cash flow in December quarter and non-GAAP

profitability in March

•

Believe we can continue to gain market share in

handsets and digital consumer and capitalize on long

term secular growth in HBLED lighting

26

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

“We have a positive view of CMD’s decisive action to

drive costs down in an effort to quickly return to

positive operating cash flow…

and profitability.”

Wells Fargo Securities, August 5, 2009

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Dialectic Has No Plan and its

Nominees Would Not Add Value to the

CMD Board

28

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Dialectic Offers No Plan or Ideas to Build

Stockholder Value

•

Dialectic has presented opposing views on what the Company should

pursue…

–

December 31, 2008:

Dialectic calls for CMD to “return $33 million or $1.42 a share in a

dividend to all stockholders and immediately engage an investment bank and begin a

sale process of the Company”

–

July

30,

2009:

Dialectic’s

definitive

proxy

states

that

its

nominees

“are

not

committed

to

paying a large special cash dividend or pursuing a sale of the Company”

–

August

20,

2009:

In

a

letter

to

CMD

stockholders

Dialectic

said

its

nominees

will

join

the

Board “with a mandate to fully and objectively explore all strategic alternatives with one

goal

-

the

maximization

of

stockholder

value”

—

generally

understood

to

mean

“sell

the

company”

•

…

and whether it wants to control the Company 

–

March

4,

2009:

Dialectic

notified

CMD

of

its

intent

to

nominate

four

persons,

including

Bryant Riley, to the then six person Board, which would have constituted a majority

–

July 30, 2009:

Dialectic’s definitive proxy lists three nominees (excluding Bryant Riley)

for election, which would constitute a minority of the then seven person Board

Dialectic has never offered a single concrete operational or financial step to

improve CMD’s performance and profitability.

29

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Dialectic’s Proposal to Strip Cash from the Company

Demonstrates its Ignorance of CMD’s Business

•

Our leading customers have made it clear that a

strong balance sheet is critical to continue doing

business with them

•

Cash not only allows us to survive an extended

downturn but makes it possible for us to continue

investing in the advanced technology and products

that they want from us

•

“Electronics buyers must scrutinize the financials of

key suppliers to make sure they will be able to

survive the downturn.”

Purchasing, January 15, 2009

30

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

•

Dialectic refused to allow the CMD Board to assess

the qualifications of its nominees unless the

Company first agreed to accept them as directors

•

CMD has offered, if given the opportunity, to

interview Dialectic’s nominees and add to the CMD

Board either one of those nominees or a person

suggested by another 5% or greater stockholder. 

Dialectic rejected that offer and has since unilaterally

stopped active negotiation

Dialectic wants their own nominees on the CMD

Board, regardless of their quality or experience

The replacement of three CMD directors with Dialectic’s nominees would not enhance

the experience or expertise of the Board; we are concerned that Dialectic nominees

would act in the interest of Dialectic, not all CMD stockholders.

31

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Dialectic Nominees Have the Wrong or

No Experience

Dr. Ed Ross

X

John Fichthorn

X

J. Michael Gullard

X

X

Kenneth Potashner

Dialectic Nominees

David Wittrock

Dr. John Sprague

Dr. David Sear

Wade Meyercord

Bob Dickinson

Jon Castor

CMD Nominees

No Public Co.

Experience

Company Delisted While on

Board

Ousted as Public

Company Executive

History of

Litigiousness

• Mr. Potashner was terminated as Chairman, President and CEO of SONICblue, Incorporated just

seven and a half months before the company filed for bankruptcy.

director at Proxim Wireless Corp when the company was delisted from the NASDAQ exchange.

•

Mr.

Gullard

was

Chairman

of

DynTek

Inc

when

it

was

delisted

from

the

OTCBB

as

well

as

a

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

The CMD Board is Highly Qualified

and Has a Strong

Commitment to

Sound Corporate Governance

33

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

CMD Nominees Score High in

Right Experience and Expertise

X

X

X

Dr. Ed Ross

X

John Fichthorn

X

X

J. Michael Gullard

X

X

Kenneth Potashner

Dialectic Nominees

X

X

David Wittrock

X

X

X

X

Dr. John Sprague

X

X

X

X

Dr. David Sear

X

X

X

X

X

Wade Meyercord

X

X

X

Bob Dickinson

X

X

X

Jon Castor

CMD Nominees

Consulting

Financial

Background

Executive at Other

Public Company

Member of Other

Public Boards

Industry

*See appendix for further details regarding Director experience

Every

CMD

nominee

has

many

years

of

relevant

industry

experience

and

has

served as either a director or senior executive of other public companies, with the

exception of the Chairman of our Audit Committee, who has 21 years of experience

at

a

leading

accounting

firm

–

The

Dialectic

nominees

add

nothing

34

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Committed to Strong

Corporate Governance

•

Annually elected directors

•

Non-executive chairman

•

All directors are independent with the exception of Bob

Dickinson, the Company’s President and CEO

•

Have regularly introduced fresh and diverse perspectives

to the Board—most recently Jon Castor, who brings a

deep background in corporate strategy

•

Regularly speak with CMD stockholders and consider

their views with respect to the composition of the Board

•

As a result of communications with stockholders, recently

eliminated stockholder rights plan

This

Board

has

successfully

led

CMD

through

challenging

times

in

the

past

and

is the right Board to lead CMD to renewed success in the future.

35

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Conclusion

•

CMD Board has an independent, experienced Board

with the experience and skills needed to lead CMD to

future success

•

CMD has a clear action plan to address challenges,

build stockholder value and return to positive cash

flow and profitability

•

Dialectic’s nominees would not enhance the

experience or expertise of the Board and would act in

the interest of Dialectic, not all CMD stockholders

•

Dialectic has not proposed any plan or ideas that

would produce greater value for the Company

36

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Appendix

37

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

KNOW YOUR DIRECTORS

CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT &

QUALIFIED BOARD

                       has been a member of our Board of Directors since July 2009. He has been a private investor and a member of

public and private board of directors since June 2004. Previously, from August 2003 to June 2004, Mr. Castor was an executive

with Zoran Corporation, a provider of digital solutions for applications in the digital entertainment and digital imaging markets, as

the Senior Vice President and General Manager of Zoran’s DTV Division and then as a post-acquisition advisor to the CEO.

From October 2002 to August 2003, Mr. Castor was the Senior Vice President and General Manager of the TeraLogic Group at

Oak Technology Inc., a developer of integrated circuits and software for digital televisions and printers, which was acquired by

Zoran. In 1996, Mr. Castor co-founded TeraLogic, Inc., a developer of digital television integrated circuits, software and systems,

where he served in several capacities, including as its Chief Executive Officer and director from November 2000 to October 2002

when it was acquired, first by Oak Technology in 2002 for approximately $55 million and then indirectly in 2003 by Zoran when

Zoran acquired Oak Technology. Mr. Castor has served as a director of publicly-traded Adaptec, Inc. (data storage hardware

and software solutions) since July 2006; Omneon (video server and media storage equipment) since December 2006 and

Chairman since April 2007; Staccato Communications (Ultra Wideband (UWB) silicon and software solutions) since the merger

of Artimi and Staccato in November 2007; and publicly-traded Genesis Microchip from November 2004 until its sale to ST

Microelectronics in January 2008. Mr. Castor earned a B.A. from Northwestern University in Evanston, Illinois and an MBA from

Stanford University in Stanford California. 

                                   has been President, Chief Executive Officer, and a member of our Board of Directors since April 2001.

From August 1999 to April 2001, he was Vice President and General Manager of the Optical Storage Division of Cirrus Logic,

Inc., a semiconductor manufacturer, where, starting in 1992, he served in several other senior executive roles including

President of its Japanese subsidiary. Previously, he held senior management positions at Western Digital Corporation, a

semiconductor and disk drive manufacturer, from 1988 to 1992, following its acquisition of Verticom, Inc., where he served as

President and Chief Executive Officer, from 1987 to 1988. Mr. Dickinson also served as a Director of Transmeta Corporation, a

publicly-traded semiconductor company, from May 2005 though its acquisition by Novafora in January, 2009. Mr. Dickinson

earned an A.B. in Physics from the University of California in Berkeley, California and an M.S. in Physics from the University of

Washington in Seattle, Washington.  He also was a Sloan Fellow at the Stanford University Graduate School of Business in

Stanford, California.

Jon Castor

Robert Dickinson

38

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

KNOW YOUR DIRECTORS

•

                                 has been Chairman of the Board since 1994 and a Director since December 1992. Mr. Meyercord has been

President of and a consultant for Meyercord & Associates, Inc., a consulting firm primarily to publicly-traded companies about their

management and director compensation, since 1987. From 1999 to 2002, he was Senior Vice President, Finance and

Administration, and Chief Financial Officer of Rioport, Inc., an applications service provider for digital music distribution. Previously

he was Senior Vice President of Diamond Multimedia Systems, Inc., a multimedia and connectivity products company, from 1997

to 1999, and Chief Executive Officer of Read-Rite Corp., an electronic data storage products company, from 1984 to 1987. Mr.

Meyercord is a Director and member of the Audit, Compensation, and Nominating and Corporate Governance Committees of

Microchip Technology, Incorporated, a publicly-traded $900 million semiconductor manufacturer, and a Director, Chairman of the

Compensation Committee and member of the Nominating and Corporate Governance Committee of Endwave Corporation, a

publicly-traded supplier of RF subsystems for broadband wireless devices. Mr. Meyercord earned a B.S. in Mechanical

Engineering from Purdue University in West Lafayette, Indiana and a M.S. in Engineering Administration from Syracuse University

in Syracuse, New York.

•

                        has been a Director since June 2002. He is currently retired, having previously served as President (2000 through

December 2004) and President Emeritus (January 2005 through December 2005) of TSMC North America, the multi-billion dollar

US subsidiary of Taiwan Semiconductor Manufacturing Company Ltd., a Taiwanese semiconductor manufacturer. Previously, he

was Senior Vice President of Synopsys, Inc., an electronic design automation supplier, from 1998 to 2000, and President of

Technology and Manufacturing at Cirrus Logic, Inc., a semiconductor manufacturer, from 1995 to 1998. Dr. Ross has been a

Director of publicly-traded semiconductor companies Volterra Semiconductor, Inc., since May, 2004, and Atmel Corporation since

April 2008. Dr. Ross earned a B.S.E.E. from Drexel Institute of Technology (now Drexel University) in Philadelphia, Pennsylvania

and a M.S.E.E., M.A., and Ph.D. in Solid State Electronics from Princeton University in Princeton, New Jersey.

Wade Meyercord

Dr. Ed Ross

CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT & 

QUALIFIED BOARD

39

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT &

QUALIFIED BOARD

KNOW YOUR DIRECTORS

•

                              has been a Director since December 2003. He currently is an independent consultant. Previously he was Chief Executive

Officer of Forte Design Systems, an EDA software provider, from January 2006 through December 2006, and previously was the Chief

Executive Officer of NeoAxiom, Inc., a semiconductor manufacturer, from February 2004 through December 2005. Prior to joining NeoAxiom,

Dr. Sear was an independent consultant from April 2003 to February 2004. Dr. Sear also served as Chief Executive Officer of Optics

Networks from January 2002 to March 2003. Previously, he served as President and Chief Executive Officer of Vaishali Semiconductor

(1999 to 2002), President and Chief Operating Officer of Quality Semiconductor (1997 to 1999), President and Chief Executive Officer of

Integrated Circuit Systems (1994 to 1997), President and Chief Operating Officer of Catalyst Semiconductor (1991 to 1994), as well as

senior management positions with Fujitsu Microelectronics (1987 to 1991) and ICI Array Technology (1984 to 1987). Dr. Sear earned a B.Sc.

in Electronic Engineering and a Ph.D. in Solid State Physics and Quantum Mechanics from the University of London in London, England. 

•

                                   has been a Director since July 1996 and previously from January 1994 until July 1995. He is a consultant and was

President of John L. Sprague Associates, a consulting company, from 1988 through 2002. He was President and Chief Executive Officer of

Sprague Electric Company, a manufacturer of electronics components, from 1981 to 1987, and served in various technical and operations

positions with that company from 1959 to 1981. During the mid 1980s, when Dr. Sprague was President & CEO, Sprague Electric Company

employed more than 10,000 persons worldwide and had revenues in excess of $500 million. Dr. Sprague is a Director of MRA Labs, a

private research and development and electronic materials company and was a director of SIPEX Corporation, a publicly-traded

semiconductor company from 1993 until May 2004. Dr. Sprague earned an A.B. in chemistry from Princeton University in Princeton, New

Jersey, and a Ph.D. in chemistry from Stanford University in Stanford, California. 

•

                             has been a Director since June 2003. Mr. Wittrock has been in private practice as a tax and financial consultant to high

technology and healthcare companies since October 2002. Previously, he was Vice President, Finance and Business Affairs for Rioport, Inc.,

an applications service provider for digital music distribution, from 2000 through September 2002, and was a tax partner at KPMG, LLP from

1988 to 1999 where he served as the partner in charge of the tax practice professional standards for the firm’s Northern California offices. Mr

Wittrock is the past President of the Silicon Valley Chapter of Financial Executives International. Mr. Wittrock earned a B.S. in Business

Administration, Accounting from Creighton University in Omaha, Nebraska and a J.D. from Drake University in Des Moines, Iowa. 

Dr. David Sear

Dr. John Sprague

David Wittrock

40

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

ADDITIONAL INFORMATION

In connection with its 2009 annual meeting of

stockholders, California Micro Devices Corporation has

established

a

website,

http://annualmeeting.cmd.com,

where stockholders may obtain information related to our

annual meeting, including our proxy statement and

annual report, and may vote.