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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): November 19, 2008
 EMULEX CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
    
    001-31353
    
    51-0300558(State or other jurisdiction
    
    (Commission File Number)
    
    (IRS Employerof incorporation)
    
    
    
    Identification No.)
 
 (Address of principal executive offices, including zip code)
 Registrants telephone number, including area code:
  o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))




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TABLE OF CONTENTS  Item 1.01. Entry into a Material Definitive AgreementItem 5.02. Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain OfficersItem 8.01. Other EventsItem 9.01 Financial Statements and ExhibitsSIGNATUREEXHIBIT INDEX    Table of Contents  
 Item 1.01. Entry into a Material Definitive Agreement
 Amendment of 2005 Equity Incentive Plan
     Amendment of Employee Stock Purchase Plan




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Item 5.02. Departure of Directors or Certain Officers, Election of Directors,
Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
  
 Item 8.01. Other Events.
 Annual Meeting Results
 
 
    
    re-elected all eight of the Companys current directors;
    
    Ratified and approved a proposal to authorize the exchange of certain
outstanding employee stock options for a smaller number of restricted
stock units (the Exchange Program) which included an amendment to
the 2005 Plan to provide that, in the event participation in the
Exchange Program does not result in at least 2,000,000 shares becoming
available under the 2005 Plan, the number of shares of common stock
reserved for issuance under the 2005 Plan would be increased so that
the net shares becoming available under the Plan equals 2,000,000;
    
    ratified and approved the amendment and restatement of the Companys
2005 Equity




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Incentive Plan;
    
    ratified and approved the amendment and restatement of the Companys
Employee Stock Purchase Plan; and
    
    ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for fiscal 2009.
 
 Item 9.01 Financial Statements and Exhibits
  Exhibit Number
    
    Exhibit Title or Description10.1
    
    Emulex Corporation 2005 Equity Incentive Plan, as amended
(incorporated by reference to Appendix A to Emulex
Corporations proxy statement on Schedule 14A for the 2008
annual meeting of its stockholders filed with the
Securities and Exchange Commission on October 14, 2008)10.2
    
    Emulex Corporation Employee Stock Purchase Plan, as amended
(incorporated by reference to Appendix B to Emulex
Corporations proxy statement on Schedule 14A for the 2008
annual meeting of its stockholders filed with the
Securities and Exchange Commission on October 14, 2008)




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SIGNATURE
  EMULEX CORPORATION
(Registrant)Date: November 24, 2008
    By:
    /s/ Michael J. RockenbachMichael J. Rockenbach,Executive Vice President and
Chief Financial Officer




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Exhibit Number
    
    Exhibit Title or Description10.1
    
    Emulex Corporation 2005 Equity Incentive Plan, as amended
(incorporated by reference to Appendix A to Emulex
Corporations proxy statement on Schedule 14A for the 2008
annual meeting of its stockholders filed with the
Securities and Exchange Commission on October 14, 2008)10.2
    
    Emulex Corporation Employee Stock Purchase Plan, as amended
(incorporated by reference to Appendix B to Emulex
Corporations proxy statement on Schedule 14A for the 2008
annual meeting of its stockholders filed with the
Securities and Exchange Commission on October 14, 2008)