Glass Lewis And Egan-Jones Support All JDS Uniphase Director Nominees

(RTTNews) - JDS Uniphase Corp. (JDSU) said that leading independent proxy advisory firms Glass Lewis & Co., LLC and Egan-Jones Proxy Services have recommended that JDSU shareholders vote "FOR" the election of ALL JDSU director nominees at the Company's 2014 Annual Meeting of Stockholders to be held on December 5, 2014.

JDS Uniphase asked its shareholders to vote "FOR" ALL of JDSU's director nominees: Keith Barnes, Timothy Campos, Penelope Herscher, Masood Jabbar, Martin Kaplan and Thomas Waechter.

The company also issued statement regarding a recent report by Institutional Shareholder Services Inc. or "ISS" recommending that JDSU shareholders vote "FOR" the election of all JDSU director nominees with the exception of Martin Kaplan, and "FOR" the remaining JDSU proposals.

JDS Uniphase said it is pleased that ISS recognizes JDSU's continued efforts to drive shareholder value through the proposed spin-off of its CCOP business unit and the efficient use of its assets, including NOLs. The JDSU Board and management team continually review the Company's strategic priorities and opportunities, and regularly engage with its shareholders. As such, JDSU's plan to separate into two publicly traded companies followed the Board's detailed, comprehensive and thorough review of the Company's portfolio, business objectives and all other strategic alternatives, as well as extensive shareholder feedback.

However, JDSU noted that it disagreed with the conclusions in ISS' report regarding the Company's corporate governance practices and believes it is important to correct certain factual inaccuracies. No shareholder, either orally or in writing, has asked JDSU at any time to include a proposal in the Company's proxy statement for JDSU's 2014 annual meeting of stockholders. Additionally, no shareholder has indicated to JDSU at any time that it intended to submit an alternate slate of directors. In fact, ISS' report notes that Sandell Asset Management stated to ISS that Sandell never had any intention of submitting an alternate slate of directors.

In addition, the changes to JDSU's bylaws referenced by ISS were undertaken this past spring, months before JDSU received notice of Sandell's intent to present a proposal in person at JDSU's next annual meeting, known as a "floor proposal."

The conclusions reached in the ISS report suggesting that JDSU acted to exclude a valid shareholder proposal or shut down the option for Sandell to nominate directors are not consistent with the facts. On the contrary, the JDSU Board has a proven track record of being a strong promoter of shareholder rights and maintaining corporate governance best practices. JDSU's Board frequently enhances its governance structure and practices.