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): June 20, 2014
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 20, 2014, the QLogic Corporation Board of Directors appointed John T. Dickson to the Board of Directors. At this time, no decision has been made regarding which Board committees Mr. Dickson will serve on.
Mr. Dickson will be entitled to participate in the compensation arrangements available to non – employee directors of the Company as described in the Company’s most recent proxy statement relating to our August 2013 Annual Meeting. Pursuant to the Non-Employee Director Equity Award Program under the QLogic Corporation 2005 Performance Incentive Plan, upon his appointment Mr. Dickson was granted a non-qualified stock option to purchase 32,086 shares of QLogic common stock at a per share exercise price of $9.99 and an award of 12,012 restricted stock units.
The Board of Directors has also appointed George D. Wells as its Chairman. Mr. Wells replaces H.K. Desai, who passed away earlier this month.
Item 8.01 Other Events.
On June 23, 2014, the Company issued a press release announcing the appointment of John T. Dickson to the Board of Directors. A copy of the press release is attached hereto as an exhibit.
Item. 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release, dated June 23, 2014, announcing the appointment of John T. Dickson to the Board of Directors of QLogic Corporation.
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 | ||||||
| June 24, 2014 | /s/ Jean Hu | |||||
| Jean Hu | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Media Contact:
Steve Sturgeon
QLogic Corporation
858.472.5669
steve.sturgeon@qlogic.com
Investor Contact:
Doug Naylor
QLogic Corporation
949.542.1330
doug.naylor@qlogic.com
QLOGIC ANNOUNCES APPOINTMENT OF JOHN T. DICKSON TO BOARD OF DIRECTORS
ALISO VIEJO, Calif., June 23, 2014—QLogic Corp. (Nasdaq:QLGC), a leading supplier of high performance network infrastructure solutions, today announced that John T. Dickson has been appointed to its board of directors. Dickson has extensive executive experience leading and working with technology companies. His previous roles include serving as the Executive Vice President and head of Operations of Alcatel-Lucent and President and Chief Executive Officer of Agere Systems, Inc. Prior to that, he worked for AT&T/Lucent Technologies, SHOgraphics, Inc., ICL, plc, and Texas Instruments, Inc. in a variety of senior management positions. In addition, Dickson has extensive board experience having previously served on the boards of several companies, including National Semiconductor Corporation, Mettler-Toledo International Inc. and Freescale Semiconductor, Ltd., and currently serves as a director of Avago Technologies Limited and KLA-Tencor Corporation. “I am very pleased to welcome John to the QLogic Board of Directors,” said George Wells, chairman of the board, QLogic. “John has extensive senior management and operational experience with a number of technology companies and an in-depth knowledge of the semiconductor industry. I am confident that he will be a valuable contributor to QLogic.”
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QLogic – the Ultimate in Performance
QLogic (Nasdaq:QLGC) is a global leader and technology innovator in high performance server and storage networking connectivity products. Leading OEMs and channel partners worldwide rely on QLogic for their server and storage networking solutions. For more information, visit www.qlogic.com.