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EX-99.1 - EX-99.1 - EMULEX CORP /DE/ | a57154exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2010
EMULEX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State of incorporation) |
001-31353 (Commission File No.) |
51-0300558 (IRS Employer Identification No.) |
3333 Susan Street
Costa Mesa, California 92626
(Address of principal executive offices, including zip code)
Costa Mesa, California 92626
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (714) 662-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Officers. Effective August 24, 2010, the Board of Director of Emulex
Corporation (the Company) appointed Jeffrey W. Benck to serve as the President and Chief
Operating Officer of the Company. Mr. Benck had previously served as the Companys Executive Vice
President and Chief Operating Officer. James M. McCluney, who had previously served as the
Companys President and Chief Executive Officer, will remain as the Companys Chief Executive
Officer and will continue to serve as the Companys principal executive officer.
Mr. Benck joined the Company in May 2008 as Executive Vice President and Chief Operating
Officer. From April 2007 to March 2008, prior to joining the Company, Mr. Benck was President and
Chief Operating Officer of QLogic Corporation, a supplier of storage networking solutions. Prior to
joining QLogic Corporation, Mr. Benck worked for International Business Machines Corporation, a
global leader in information technology and services, for 18 years.
A copy of the press release announcing the changes in status described above is furnished as
Exhibit 99.1 hereto, and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the
date hereof and irrespective of any general incorporation language in any filings.
(e) Adoption of Performance-Based Shares. The executive officers of the Company are
eligible to receive equity awards under the Companys 2005 Equity Incentive Plan, as amended (the
2005 Plan). In determining the size of grants of equity-based awards under the 2005 Plan, the
Compensation Committee of the Board of Directors considers the level of overall compensation of
each executive officer as well as prior grants to the executive officer, the executives prior
performance and his or her expected contributions during the succeeding fiscal years. Effective
August 23, 2010, the Compensation Committee approved the granting of performance-based shares
during its 2011 fiscal year to certain of its executive officers, which performance-based shares
shall consist of equity-based awards targeted specifically to the achievement of certain financial
targets.
Specifically, a total of 10% of
the equity-based awards eligible to be granted to the
Companys Chief Executive Officer, President and Chief Operating Officer, and Executive Vice
President and Chief Financial Officer will be designated as performance-based shares. The
performance-based shares will be awarded to these executive officers based on the percentage of the
Companys revenue growth for fiscal 2011 over fiscal 2010 as compared to the percentage of revenue
growth of certain designated peer companies over the same period. The percentage of the targeted
amount of performance-based shares to be granted to each of these executive officers will range
from 200% of the targeted performance-based shares if the Companys total revenues places it in the
90th percentile relative to its peer companies down to 0% of the targeted amount if the Companys
total revenues places it below the 25th percentile relative to its peer companies. All
performance-based shares shall take the form of restricted stock units granted under the 2005 Plan
and will be granted on September 2, 2011 based on the Companys performance for its 2011 fiscal
year. Any restricted stock units issued will vest 30% upon grant, 30% on the first yearly
anniversary of grant and 40% on the second yearly anniversary of grant.
Changes in Base Salaries. Effective August 24, 2010, the Compensation Committee of
the Board of Directors of the Company approved an increase in the annual base salaries of Paul
Folino (Executive Chairman), Jeffrey Benck (President and Chief Operating Officer) and Michael
Rockenbach (Executive Vice President, CFO) to $609,000 (from $604,000), $439,302 (from $413,621)
and $382,987 (from $366,978), respectively.
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Amendment to Executive Incentive Plan. The Company maintains an Executive Incentive
Plan (the Incentive Plan) which is intended to provide incentives to executive officers and other
participants in the form of quarterly cash bonus payments based on Company performance against net
revenue and net operating income targets established periodically and, in certain circumstances,
other specified business goals. Each executive officer of the Company has a quarterly target award
opportunity expressed as a percentage of quarterly gross base salary at the end of the quarter in
question. The quarterly target award opportunity for the executives range from 10% to 100% of
quarterly base salary (the target award percentage). Effective August 24, 2010, the Compensation
Committee of the Board of Directors of the Company approved certain amendments to the Incentive
Plan. In particular, the Incentive Plan was amended to modify the target award opportunities for
certain categories of executives (within the same range of target award percentages described
above). In connection with these changes, with respect to the Companys named executive officers,
the target award percentage of the Companys Chief Executive Officer was increased to 100% (from
90%).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 |
Press Release dated August 26, 2010 |
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SIGNATURE
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.
EMULEX CORPORATION |
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Date: August 26, 2010 | BY: | /s/ James M. McCluney | ||
James M. McCluney, | ||||
Chief Executive Officer |
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