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SEC Filings
DEF 14A
QLOGIC CORP filed this Form DEF 14A on 07/23/1996
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<PAGE>   6
 
recommended by the Board of Directors of the Company. Each of the nominated
directors other than Mr. Desai was elected as a director of the Company at the
Company's 1995 Annual Meeting of Stockholders. Mr. Desai was appointed as a
director in January 1996.
 
     In the event that any of the nominees for director should become unable to
serve if elected, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominee(s) as may be
recommended by the Company's existing Board of Directors.
 
     The five nominee-directors receiving the highest number of votes cast at
the Meeting will be elected as the Company's directors to serve until the next
annual meeting of stockholders and until their successors are elected and
qualify. Subject to certain exceptions specified below, stockholders of record
on the Record Date are entitled to cumulate their votes in the election of the
Company's directors (i.e., they are entitled to the number of votes determined
by multiplying the number of shares held by them times the number of directors
to be elected) and may cast all of their votes so determined for one person, or
spread their votes among two or more persons as they see fit. No stockholder
shall be entitled to cumulate votes for a given candidate for director unless
such candidate's name has been placed in nomination prior to the vote and the
stockholder has given notice at the Meeting, prior to the voting, of the
stockholder's intention to cumulate his or her votes. If any one stockholder has
given such notice, all stockholders may cumulate their votes for candidates in
nomination. Discretionary authority to cumulate votes is hereby solicited by the
Board of Directors.
 
     The Company's By-laws provide that only persons who are nominated in
accordance with specified By-law procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors may be
made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder entitled to vote for the election of directors
who complies with certain notice procedures set forth in the By-laws. Such
nominations must be made by written notice to the Secretary of the Company and
must be delivered or mailed and received at the principal executive offices of
the Company not less than 60 days or more than 90 days prior to the date of the
meeting. In the event that the first public disclosure of the date of the
meeting is made less than 70 days prior to the date of the meeting, notice by
the stockholder will be timely if received not later than the close of business
on the tenth day following the day on which such public disclosure was first
made. The stockholder's notice must set forth certain information concerning the
proposed nominee and the stockholder giving notice, as set forth in the By-laws.
 
     The following table sets forth certain information concerning the nominees
for election as directors (all of such nominees being continuing members of the
Company's present Board of Directors):
 

<TABLE>
<CAPTION>
     NOMINEE(1)                   PRINCIPAL OCCUPATION              AGE
- --------------------    ----------------------------------------    ---
<S>                     <C>                                         <C>
Gary E. Liebl(2)        Vice Chairman of the Board, Artisoft,       54
                        Inc., a local area network company
James A. Bixby(2)       Chairman, President and Chief Executive     49
                        Officer of Brooktree Corporation, a
                        producer of integrated circuits
H.K. Desai              President and Chief Executive Officer of    50
                        the Company
Carol L. Miltner(3)     President, Motivation by Miltner, a         53
                        seminar and consulting business
George D. Wells(3)      President and Chief Executive Officer,      60
                        Exar Corporation, a manufacturer of
                        integrated circuits
</TABLE>

 
- ---------------
 
(1) The Company does not have a nominating committee of the Board of Directors.
    The nominees for election as directors at the Meeting were selected by the
    Board of Directors of the Company.
 
(2) Member of the audit committee of the Board of Directors of the Company,
    currently consisting of Mr. Bixby and Mr. Liebl, neither of whom is an
    employee of the Company. The audit committee held five meetings during
    fiscal year 1996. The audit committee reviews, acts on, and reports to the
    Board of Directors with respect to various auditing and accounting matters,
    including the selection of the Company's independent public accountants, the
    scope of the annual audits, the nature of nonaudit
 
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