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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   3
 
                               QLOGIC CORPORATION
                             3545 HARBOR BOULEVARD
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 438-2200
 
                            ------------------------
 
                                PROXY STATEMENT
 
                            ------------------------
 
                   APPROXIMATE DATE PROXY MATERIAL FIRST SENT
                         TO STOCKHOLDERS: JULY 22, 1996
 
     The following information is in connection with the solicitation of proxies
for the Annual Meeting of Stockholders of QLogic Corporation, a Delaware
corporation (the "Company"), to be held at the Hyatt Regency Irvine Hotel, 17900
Jamboree Road, Irvine, California, at 10:00 a.m., California time, on Tuesday,
August 20, 1996, and adjournments thereof (the "Meeting"), for the purposes
stated in the Notice of Annual Meeting of Stockholders preceding this Proxy
Statement.
 
                     SOLICITATION AND REVOCATION OF PROXIES
 
     A form of proxy is being furnished herewith by the Company to each
stockholder and, in each case, is solicited on behalf of the Board of Directors
of the Company for use at the Meeting. The entire cost of soliciting these
proxies will be borne by the Company. The Company may pay persons holding shares
in their names or the names of their nominees for the benefit of others, such as
brokerage firms, banks, depositaries, and other fiduciaries, for costs incurred
in forwarding soliciting materials to their principals. In that connection, the
Company has retained Corporate Investor Communications Incorporated, New York,
New York, to deliver soliciting materials to such record holders for
distribution by them to their principals and to assist the Company in collecting
proxies from such holders. The cost of these services, excluding out-of-pocket
expenses, is not expected to exceed $4,000. Members of the Management of the
Company may also solicit some stockholders in person, or by telephone, telegraph
or telecopy, following solicitation by this Proxy Statement, but will not be
separately compensated for such solicitation services.
 
     Proxies duly executed and returned by stockholders and received by the
Company before the Meeting will be voted FOR the election of all five of the
nominee-directors specified herein, FOR approval of the amendment of the QLogic
Corporation Non-Employee Director Stock Option Plan (the "Director Plan"), and
FOR the ratification of the selection of KPMG Peat Marwick LLP as the Company's
independent public accountants for fiscal year 1997, unless a contrary choice is
specified in the proxy. Where a specification is indicated as provided in the
proxy, the shares represented by the proxy will be voted and cast in accordance
with the specification made. As to other matters, if any, to be voted upon, the
persons designated as proxies will take such actions as they, in their
discretion, may deem advisable. The persons named as proxies were selected by
the Board of Directors of the Company and each of them is a director of the
Company.
 
     Under the Company's bylaws and Delaware law, shares represented by proxies
that reflect abstentions or "broker non-votes" (i.e., shares held by a broker or
nominee which are represented at the Meeting, but with respect to which such
broker or nominee is not empowered to vote on a particular proposal) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Any shares represented at the Meeting but
not voted (whether by abstention, broker non-vote or otherwise) will have no
impact in the election of directors, except to the extent that the failure to
vote for an individual results in another individual receiving a larger
proportion of votes. Any shares represented at the Meeting but not voted
(whether by abstention, broker non-vote or otherwise) with respect to the
proposal to approve amendment of the Director Plan or the proposal to ratify the
selection of KPMG Peat Marwick LLP will have no effect on

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