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): November 20, 2012
EMULEX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 001-31353 | | 51-0300558 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
3333 Susan Street
Costa Mesa, California 92626
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (714) 662-5600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the Annual Meeting of Stockholders of Emulex Corporation, a Delaware corporation (“Emulex” or the “Company”) held on November 20, 2012, the Company’s stockholders, upon the recommendation of the Board of Directors (i) ratified and approved Emulex’s amended and restated 2005 Equity Incentive Plan (the “Equity Incentive Plan”) which, among other things, increased the number of shares available for issuance thereunder by 1,500,000, and (ii) ratified and approved Emulex’s amended and restated Stock Award Plan for Non-Employee Directors (the “Director Plan” formerly known as the 1997 Stock Award Plan for Non-Employee Directors) which, among other things, increased the number of shares available for issuance thereunder by 500,000.
A brief summary of the Equity Incentive Plan, as amended, was included as part of Proposal No. 2 contained on pages 18-27 of the Proxy Statement, and is incorporated herein. The information regarding the Equity Incentive Plan contained herein is qualified in its entirety by reference to the actual terms of the Equity Incentive Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
A brief summary of the Director Plan, as amended, was included as part of Proposal No. 3 contained on pages 28-32 of the Proxy Statement, and is incorporated herein. The information regarding the Director Plan contained herein is qualified in its entirety by reference to the actual terms of the Director Plan, as amended, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2012 Annual Meeting of Stockholders of the Company was held on November 20, 2012.
(b) At the 2012 Annual Meeting the stockholders of the Company (i) elected each of the nine director nominees proposed by the Board of Directors of the Company, (ii) approved and ratified the amended and restated Equity Incentive Plan (as described above), (iii) approved and ratified the amended and restated Director Plan (as described above), (iv) ratified and approved an advisory resolution to approve executive compensation, and (v) ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2013. The results of each vote are summarized below.
Proposal No. 1—Election of Directors.
| | | | | | |
| Director Nominee Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Michael P. Downey | | 65,249,416 | | 550,047 | | 13,203,825 |
| Bruce C. Edwards | | 64,902,988 | | 896,475 | | 13,203,825 |
| Paul F. Folino | | 64,917,033 | | 882,430 | | 13,203,825 |
| Robert H. Goon | | 65,189,097 | | 610,366 | | 13,203,825 |
| Beatriz V. Infante | | 65,079,212 | | 720,251 | | 13,203,825 |
| Don M. Lyle | | 64,953,248 | | 846,215 | | 13,203,825 |
| James M. McCluney | | 65,213,879 | | 585,584 | | 13,203,825 |
| Nersi Nazari | | 65,289,425 | | 510,038 | | 13,203,825 |
| Dean A. Yoost | | 65,349,529 | | 449,934 | | 13,203,825 |
Proposal No. 2—Ratify and Approve the Amended and Restated 2005 Equity Incentive Plan to, Among Other Things, Increase the Number of Shares Reserved for Issuance Thereunder by 1,500,000 Shares.
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
58,169,937 | | 7,590,306 | | 39,220 | | 13,203,825 |
Proposal No. 3—Ratify and Approve the Amended and Restated Stock Award Plan for Non-Employee Directors to, Among Other Things, Increase the Number of Shares Reserved for Issuance Thereunder by 500,000 Shares.
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
55,954,145 | | 9,807,255 | | 38,063 | | 13,203,825 |
Proposal No. 4—Ratify and Approve an Advisory Resolution to Approve Executive Compensation.
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
63,881,537 | | 1,262,502 | | 655,424 | | 13,203,825 |
Proposal No. 5—Ratify the Selection of KPMG LLP as Emulex’s Independent Registered Public Accounting Firm for Fiscal 2013.
| | | | | | |
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
78,087,267 | | 861,164 | | 54,857 | | — |
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Emulex Corporation 2005 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 9, 2012 with respect to the 2012 Annual Meeting of stockholders) |
| |
| 10.2 | | Emulex Corporation 1997 Stock Award Plan for Non-Employee Directors, as amended (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 9, 2012 with respect to the 2012 Annual Meeting of stockholders) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 20, 2012
| | |
| EMULEX CORPORATION |
| |
| By: | | /s/ MICHAEL J. ROCKENBACH |
| | Michael J. Rockenbach Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Emulex Corporation 2005 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 9, 2012 with respect to the 2012 Annual Meeting of stockholders) |
| |
| 10.2 | | Emulex Corporation 1997 Stock Award Plan for Non-Employee Directors, as amended (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 9, 2012 with respect to the 2012 Annual Meeting of stockholders) |
