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TMCNet:  QLOGIC CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

[August 29, 2014]

QLOGIC CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers As reported below in Item 5.07, on August 25, 2014, QLogic Corporation ("QLogic") held its annual meeting of stockholders, at which QLogic's stockholders approved amendments to the QLogic Corporation 2005 Performance Incentive Plan (the "Plan") to extend the term of the Plan until July 10, 2024, reduce the aggregate share limit by 3,158,270 shares, provide that shares exchanged by a participant or withheld by the Company to satisfy tax withholding obligations related to "full-value awards" (as defined in the Plan) will be available for new awards under the Plan, and extend the Company's authority to grant awards under the Plan intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the first annual meeting of stockholders that occurs in 2019. The amendments to the Plan (i) were approved by QLogic's Board of Directors (the "Board") on July 10, 2014, subject to approval by QLogic's stockholders at QLogic's 2014 annual meeting of stockholders, and (ii) became effective with such stockholder approval on August 25, 2014. QLogic's executive officers are eligible to participate in the Plan.


A copy of the Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

QLogic held its annual meeting of stockholders (the "Annual Meeting") on August 25, 2014 in Aliso Viejo, California. At the Annual Meeting, QLogic's stockholders voted upon the following four proposals and cast their votes as described below.

Proposal 1 QLogic's stockholders elected the seven individuals listed below to 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.

VOTES BROKER DIRECTOR VOTES FOR AGAINST ABSTENTIONS NON-VOTES John T. Dickson 66,571,611 2,163,296 88,780 13,252,009 Balakrishnan S. Iyer 54,418,526 14,321,981 83,180 13,252,009 Christine King 65,414,732 3,337,515 71,440 13,252,009 D. Scott Mercer 58,718,249 10,024,552 80,886 13,252,009 Prasad L. Rampalli 66,472,970 2,279,977 70,740 13,252,009 George D. Wells 55,047,677 13,700,735 75,275 13,252,009 William M. Zeitler 65,383,441 3,352,617 87,629 13,252,009 -------------------------------------------------------------------------------- Proposal 2 Proposal 2 was to approve amendments to the QLogic Corporation 2005 Performance Incentive Plan, as amended, as described in Item 5.02 above. This proposal was approved.

BROKER VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES 51,186,349 17,533,956 103,382 13,252,009 Proposal 3 Proposal 3 was an advisory vote to approve executive compensation, as described in the proxy materials. This proposal was approved.

BROKER VOTES FOR VOTES AGAINST ABSTENTIONS NON-VOTES 62,002,269 6,358,153 463,265 13,252,009 Proposal 4 Proposal 4 was the ratification of the appointment of KPMG LLP as QLogic's independent registered public accounting firm for the fiscal year ending March 29, 2015, as described in the proxy materials. This proposal was approved.

VOTES VOTES FOR AGAINST ABSTENTIONS 71,338,690 10,463,494 273,512 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 QLogic Corporation 2005 Performance Incentive Plan, Amended and Restated Effective July 10, 2014.

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