Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - EMULEX CORP /DE/ | ex31-certificateofamendmen.htm |
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): February 18, 2015
__________________________________________________________
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
__________________________________________________________
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:
¨ | 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 of a Vote of Security Holders
(a) The Annual Meeting of Stockholders of Emulex Corporation, a Delaware corporation (“Emulex” or the “Company”) was held on February 18, 2015 (the "Annual Meeting").
(b) At the Annual Meeting, the stockholders of the Company (i) elected each of the ten director nominees proposed by the Board of Directors of the Company, (ii) approved an amendment to Emulex's Certificate of Incorporation to require majority voting in uncontested director elections, (iii) approved an amendment to Emulex's Certificate of Incorporation to eliminate cumulative voting in all director elections, (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 2015. The results of each vote are summarized below.
Proposal No. 1 - Election of Directors.
Director Nominee Name | Votes For | Votes Withheld | Broker Non-Votes |
Jeffrey W. Benck | 42,475,210 | 422,446 | 13,802,902 |
Gregory S. Clark | 15,503,791 | 27,393,865 | 13,802,902 |
Gary J. Daichendt | 42,489,752 | 407,904 | 13,802,902 |
Bruce C. Edwards | 42,481,561 | 416,095 | 13,802,902 |
Paul F. Folino | 42,437,180 | 460,476 | 13,802,902 |
Beatriz V. Infante | 37,522,200 | 5,375,456 | 13,802,902 |
John A. Kelley | 42,488,764 | 408,892 | 13,802,902 |
Rahul N. Merchant | 42,487,122 | 410,534 | 13,802,902 |
Nersi Nazari | 42,245,883 | 651,773 | 13,802,902 |
Dean A. Yoost | 37,657,757 | 5,239,899 | 13,802,902 |
Proposal No. 2 - Approve an Amendment to Emulex's Certificate of Incorporation to Require Majority Voting in Uncontested Director Elections.
Votes For | Votes Against | Abstain | Broker Non-Votes |
42,704,789 | 157,682 | 35,185 | 13,802,902 |
Proposal No. 3 - Approve an Amendment to Emulex's Certificate of Incorporation to Eliminate Cumulative Voting in All Director Elections.
Votes For | Votes Against | Abstain | Broker Non-Votes |
39,225,374 | 3,639,424 | 32,858 | 13,802,902 |
Proposal No. 4 - Ratify and Approve an Advisory Resolution to Approve Executive Compensation.
Votes For | Votes Against | Abstain | Broker Non-Votes |
41,339,976 | 1,504,445 | 53,235 | 13,802,902 |
Proposal No. 5 - Ratify the Selection of KPMG LLP as Emulex’s Independent Registered Public Accounting Firm for Fiscal 2015.
Votes For | Votes Against | Abstain | Broker Non-Votes |
55,985,267 | 644,102 | 71,189 | 0 |
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number | Exhibit Title or Description | |
3.1 | Certificate of Amendment of Certificate of Incorporation of the Company. | |
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.
EMULEX CORPORATION (Registrant) | |||
Date: February 19, 2015 | By: | /s/ KYLE B. WESCOAT | |
Kyle B. Wescoat | |||
Senior Vice President and Chief Financial Officer | |||
Exhibit Index
Exhibit Number | Exhibit Title or Description | |
3.1 | Certificate of Amendment of Certificate of Incorporation of the Company. | |