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

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¨ 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.

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¨ 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.:

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(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

September 2009

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

2

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.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

3

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

5

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

6

What is a Protection Device?

ESD Protection

EMI Protection

Signal Integrity

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

7

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

st

st

st

st

st

st

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

8

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…

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

9

A Global Presence

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

Successful Response to

Macroeconomic Challenges and

Evolving Markets

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

$-

$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

11

CMD

Revenue

2001

-

H1

2009

New

management

team

Market share loss by

major customer and

move away from CSP

New customer

and product traction

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

12

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

13

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

14

Responding to Challenges—2006/7

•

Shift from Chip Scale

Packages (CSP) to plastic

by major handset customers

•

Inroads by ceramic filters

•

Significant loss of market

share by our largest 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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

15

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

16

Competitive Performance vs. Peers

Despite Challenging Economic Conditions

*Peer Group includes: ANAD, ELON, EXAR, LDIS, TUNE, MIPS, NETL, PSEM, PXLW, PLXT, QUIK, SCMM, SUPX, VIRL, VLTR, and ZILG.

1-Year Price Performance

-60%

-40%

-20%

0%

20%

Aug-08

Sep-08

Oct-08

Nov-08

Dec-08

Jan-09

Feb-09

Mar-09

Apr-09

May-09

Jun-09

Jul-09

Aug-09

CAMD

Peer Group*

3-Year Price Performance

-60%

-40%

-20%

0%

20%

40%

Aug-06

Nov-06

Feb-07

May-07

Aug-07

Nov-07

Feb-08

May-08

Aug-08

Nov-08

Feb-09

May-09

Aug-09

CAMD

Peer Group*

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

17

0%

2%

4%

6%

8%

10%

12%

0%

5%

10%

15%

20%

25%

30%

Companies with Cash can Better Compete

Operating Margin Relative to Peers

Total Debt/Assets

2006

2006

2007

2007

2008

2008

In

this

industry

and

climate,

solid

financial

condition

provides

a

competitive

advantage

by

reassuring

customers

they

can

count

on

CMD

to

continue

meeting

their

future

needs

Peer Average

CAMD

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

A Clear Plan to Build Shareholder

Value by Focusing on Our Core

Protection Business

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

19

Plan to Build Shareholder Value

•

Focus on leading edge products for protection market

which represents a large and growing opportunity

•

Capitalize on market share gains and secular growth in

end markets, especially HBLED lighting, to generate

growth even in a slow economy

•

Exit display controller business and focus all of our

effort on exploiting protection opportunity while

significantly lowering spending

•

Implement additional significant cost savings to

improve margins, reduce spending and accelerate

return to positive cash flow and non-GAAP profitability

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

20

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

21

Protection Growth Markets

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

22

Protection Growth Markets

Mobile Handset

Digital Consumer

HBLED Lighting

2010

$901M

Source:  iSuppli, CMD Estimates

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

23

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

24

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

®

®

™

™

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

25

Current Priorities

•

Continue to strengthen key customer relationships

•

Accelerate design win activity for leading edge

products

•

Invest in key new products

•

Improve gross margin

•

Reduce spending

•

Return to positive cash flow and non-GAAP

profitability!

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

26

Outlook For the Future

•

Revenue bottomed in March quarter and grew slightly

in June

•

Expect 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 electronics and

capitalize on long term secular growth in HBLED

lighting

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

27

“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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

29

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.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

30

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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

31

•

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.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

32

Dialectic Nominees Have the Wrong or

No Experience

•

Mr. Potashner

was terminated as Chairman, President and CEO of SONICblue, Incorporated

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

•

Mr.

Gullard

was

Chairman

of

DynTek

Inc

when

it

was

delisted

from

the

OTCBB

as

well

as

a

director at Proxim

Wireless Corp when the company was delisted from the NASDAQ exchange.

History of

Litigiousness

Ousted as Public

Company Executive

Company Delisted While on

Board

No Public Co.

Experience

CMD Nominees

Jon Castor

Bob Dickinson

Wade Meyercord

Dr. Ed Ross

Dr. David Sear

Dr. John Sprague

David Wittrock

Dialectic Nominees

Kenneth Potashner

X

X

J. Michael Gullard

X

John Fichthorn

X

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

The CMD Board is Highly Qualified

and Has a Strong Commitment to

Sound Corporate Governance

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

34

CMD Nominees Score High in

Right Experience and Expertise

Industry

Member of Other

Public Boards

Executive at Other

Public Company

Financial

Background

Consulting

CMD Nominees

Jon Castor

X

X

X

X

Bob Dickinson

X

X

X

Wade Meyercord

X

X

X

X

X

Dr. Ed Ross

X

X

X

Dr. David Sear

X

X

X

X

Dr. John Sprague

X

X

X

X

David Wittrock

X

X

Dialectic Nominees

Kenneth Potashner

X

X

J. Michael Gullard

X

X

John Fichthorn

X

*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

Big

4

accounting

firm

–

The

Dialectic

nominees

add

nothing

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

35

•

Wade Meyercord: former CEO and CFO with 38 years

accumulated board experience on 5 public company boards has

led the CMD board since 1994.  He has overseen 3 leadership

transitions, been a key player in developing new strategic

directions to build stockholder value and directed the

strengthening of the Board to further these changes.

•

Dr. David Sear: Ph.D. in physics and mathematics and 32 years

of broad experience in the semiconductor industry in roles from

product line manager to CEO of a public company enable him to

provide valuable insight into both opportunities and challenges

•

Dr. John Sprague: Ph.D. in chemistry from Stanford, industry

veteran with experience as a CEO and service on four public

boards, wealth of personal contacts in the passives industry and

the ability to put current issues into a broader perspective

Directors Meyercord, Sear and Sprague

The Right Experience & Expertise

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

36

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.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

37

Conclusion

•

CMD has an independent, experienced Board with

the background 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

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

38

Appendix

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

39

KNOW YOUR DIRECTORS

CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT &

QUALIFIED BOARD

•

Jon

Castor

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.

•

Robert

Dickinson

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.

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

40

•

Wade

Meyercord

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.

•

Dr. Ed Ross

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.

CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT &

QUALIFIED BOARD

KNOW YOUR DIRECTORS

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

41

•

Dr.

David

Sear

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.

•

Dr.

John

Sprague

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.

•

David

Wittrock

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.

CALIFORNIA MICRO DEVICES HAS A HIGHLY EXPERIENCED, INDEPENDENT &

QUALIFIED BOARD

KNOW YOUR DIRECTORS

©

2009 CALIFORNIA MICRO DEVICES CORPORATION

42

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.