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Actionable news in BRCD: Brocade Communications Systems, Inc.,

Departure of Directors or Certain

On April 7, 2016, the stockholders of Brocade Communications Systems, Inc. (Brocade or the Company) approved an amendment and restatement of the Companys 2009 Employee Stock Purchase Plan (the ESPP) to increase the ESPPs share reserve by 20,000,000 shares. A description of the material terms and conditions of the ESPP, as amended and restated, appears on pages 26 to 28 of Brocades definitive proxy statement on Schedule 14A filed with the SEC on February 25, 2016 (the Proxy Statement). That description is incorporated by reference herein, and a copy of that description is filed as Exhibit 10.1 hereto. Such description and the other information relating to the ESPP included herein are qualified in their entirety by reference to the actual terms of the ESPP, which is filed as Exhibit 10.2 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Companys annual meeting of stockholders (the Annual Meeting of Stockholders) was held on April7, 2016 in San Jose, California. Of the 401,103,708 shares outstanding as of the record date, 361,279,125 shares (approximately 90.07%) were present or represented by proxy at the Annual Meeting of Stockholders.

At the Annual Meeting, the Companys stockholders: (i) approved the election of Judy Bruner, Lloyd A. Carney, Renato A. DiPentima, Alan L. Earhart, John W. Gerdelman, Kim C. Goodman, David L. House, L. William Krause, David E. Roberson and Sanjay Vaswani as directors; (ii) approved a nonbinding advisory resolution regarding executive compensation; (iii) approved the amendment and restatement of Brocades ESPP; (iv) approved the amendment to Brocades bylaws to provide that the courts located within the state of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes; and (v) ratified the appointment of KPMG LLP as the Companys independent registered public accountants for the fiscal year ending October 29, 2016. Each of these proposals is described in the Proxy Statement.

The results of the voting on the matters submitted to the stockholders are as follows:

1. To elect ten directors to serve until the 2017 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

Name

Votes For

VotesAgainst

VotesAbstaining

BrokerNon-Votes

Judy Bruner

296,734,910

363,204

875,080

63,305,931

Lloyd A. Carney

296,622,746

465,873

884,575

63,305,931

Renato A. DiPentima

295,543,189

1,547,353

882,652

63,305,931

Alan L. Earhart

296,698,822

393,640

880,732

63,305,931

John W. Gerdelman

295,563,732

1,529,387

880,075

63,305,931

Kim C. Goodman

296,794,966

298,263

879,965

63,305,931

David L. House

294,700,598

2,401,416

871,180

63,305,931

L. William Krause

293,686,595

3,392,167

894,432

63,305,931

David E. Roberson

295,310,783

1,791,539

870,872

63,305,931

Sanjay Vaswani

293,734,222

3,374,634

864,338

63,305,931

2. To approve a non-binding advisory resolution regarding executive compensation.

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

290,006,355

6,901,338

1,065,501

63,305,931

3. To approve the amendment and restatement of the Companys 2009 Employee Stock Purchase Plan.

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

291,163,848

5,788,296

1,021,050

63,305,931

4. To approve the amendment of the Companys bylaws to provide that the courts located within the state of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes.

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

219,574,746

77,423,423

975,025

63,305,931

5. To ratify the appointment of KPMG LLP as independent registered public accountants of the Company for the fiscal year ending October 29, 2016.

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

356,183,804

3,890,827

1,204,494

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description of Document

10.1

Summary of the Brocade Communications Systems, Inc. 2009 Employee Stock Purchase Plan, as amended and restated on April 7, 2016

10.2

Brocade Communications Systems, Inc. 2009 Employee Stock Purchase Plan, as amended and restated on April 7, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROCADE COMMUNICATIONS SYSTEMS, INC.

By:

/s/ Ellen A. ODonnell

Ellen A. ODonnell

Senior Vice President, General Counsel and Corporate Secretary

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Other recent filings from the company include the following:

Brocade Communications Systems director just picked up 20,223 shares - April 11, 2016
Brocade Communications Systems director just picked up 52,723 shares - April 11, 2016
Brocade Communications Systems director just picked up 20,223 shares - April 11, 2016
Brocade Communications Systems director just picked up 20,223 shares - April 11, 2016