UPDATE: Elliott Announces ISS, Glass Lewis Have Recommended Against Nearly All of Riverbed's Proposals

Elliott Management Corporation (“Elliott”) today issued a public statement regarding Riverbed Technology

in connection with the recent news that ISS and Glass Lewis have recommended voting against nearly all of Riverbed's proposals at its annual meeting on May 22^nd. Elliott portfolio manager Jesse Cohn also commented on a presentation that Riverbed filed in response to mounting criticism of its corporate governance track record. Jesse Cohn, portfolio manager at Elliott Management stated, "Yesterday's filing by Riverbed weakly and mistakenly attempts to defend its entrenched and shareholder-unfriendly practices. The Board clearly remains unresponsive to shareholders' concerns, including the concerns voiced recently by another large Riverbed shareholder about the Company's failure to engage with potential buyers at a premium to the current market value. It is no wonder that both ISS and Glass Lewis have come out against the Board's proposals.” Both ISS and Glass Lewis, the nation's two leading proxy advisory firms, recently recommended shareholders vote against nearly all of Riverbed's proposals based on the following governance failures: * Poison Pill: Both ISS and Glass Lewis recommend AGAINST re-electing any directors this year to protest the Board's failure to put its poison pill – a clear entrenchment mechanism – up for a shareholder vote despite having sufficient time to do so. * Executive Compensation: Both ISS and Glass Lewis recommend AGAINST the Company's ill-conceived executive compensation plan as a result of the Board's failure to link executive pay to actual performance. * Equity Incentive Plan: ISS recommends AGAINST the Company's overly generous equity incentive plan due to excessive dilution to shareholders. These criticisms by the nation's leading shareholder advisory services were published just days after a large shareholder called the Company's failure to explore a value-maximizing sale “very disappointing,” noting that “Management seems to have forgotten that the shareholders own the company, and they appear to be running the company for themselves.” But rather than address these concerns or the concerns raised by ISS and Glass Lewis, Riverbed filed a presentation yesterday attempting to defend its governance and compensation policies, utilizing deceptive measurement of share price performance in order to justify overly-generous and ineffective OPNET-related compensation, excessive dilution from equity grants and an ill-advised poison pill. “Whether defending poor corporate governance, maintaining an inefficient cost structure, or refusing to engage with the significant acquisition interest in the Company, it's painfully obvious that this Board is fully entrenched and has absolutely no desire to maximize value for shareholders,” Cohn added. “Elliott remains ready to engage with Riverbed, but it is long past time for this Board to start acting in the best interests of shareholders.”