UNITED STATES
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
Date of Report (Date of earliest event reported): August 23, 2012
QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-23298 | 33-0537669 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 26650 Aliso Viejo Parkway, Aliso Viejo, California | 92656 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 389-6000
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
QLogic Corporation (“QLogic”) held its annual meeting of stockholders (the “Annual Meeting”) on August 23, 2012 in Aliso Viejo, California. At the Annual Meeting, QLogic’s stockholders voted upon the following three proposals and cast their votes as described below.
Proposal 1
QLogic’s stockholders elected the seven individuals listed below to the QLogic Board of Directors (the “Board”), to serve on the Board until the next annual meeting of stockholders and/or until their successors are duly elected and qualified. Each nominee received affirmative votes from more than a majority of the votes cast.
| DIRECTOR |
VOTES FOR | VOTES AGAINST |
ABSTENTIONS | BROKER NON-VOTES |
||||||||||||
| Simon Biddiscombe |
76,233,349 | 1,193,855 | 101,923 | 10,483,124 | ||||||||||||
| H.K. Desai |
75,474,101 | 1,953,436 | 101,590 | 10,483,124 | ||||||||||||
| Balakrishnan S. Iyer |
64,610,298 | 12,745,441 | 173,388 | 10,483,124 | ||||||||||||
| Kathryn B. Lewis |
72,093,535 | 5,315,273 | 120,319 | 10,483,124 | ||||||||||||
| D. Scott Mercer |
71,976,550 | 5,343,244 | 209,333 | 10,483,124 | ||||||||||||
| George D. Wells |
71,821,933 | 5,599,528 | 107,666 | 10,483,124 | ||||||||||||
| William M. Zeitler |
76,239,771 | 1,052,258 | 237,098 | 10,483,124 | ||||||||||||
Proposal 2
Proposal 2 was an advisory vote to approve executive compensation, as described in the proxy materials. This proposal was approved.
| VOTES FOR |
VOTES AGAINST |
ABSTENTIONS |
BROKER NON-VOTES | |||
| 74,884,671 |
2,434,522 | 209,934 | 10,483,124 |
Proposal 3
Proposal 3 was the ratification of the appointment of KPMG LLP as QLogic’s independent registered public accounting firm for the fiscal year ending March 31, 2013, as described in the proxy materials. This proposal was approved.
| VOTES FOR |
VOTES AGAINST |
ABSTENTIONS | ||
| 82,658,081 |
5,135,178 | 218,992 |
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.
| QLOGIC CORPORATION | ||||
| August 24, 2012 | /s/ Jean Hu | |||
| Jean Hu | ||||
| Senior Vice President and Chief Financial Officer | ||||