<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [_]
CHECK THE APPROPRIATE BOX:
[_]Preliminary Proxy Statement
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EMC CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
EMC CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_]Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing is calculated and state how it
was determined.
[_]CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Notes:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(LOGO OF EMC CORPORATION APPEARS HERE)
April 11, 1994
Dear Stockholder:
We cordially invite you to attend our 1994 Annual Meeting, which will be held
on Wednesday, May 11, 1994, at 9:30 a.m. in the main auditorium of Bank of
Boston, 100 Federal Street, Boston, Massachusetts. At this meeting you are
being asked to elect two Class I members to the Board of Directors for a three-
year term.
Your Board of Directors recommends that you vote to elect the nominees named
in the Proxy Statement. You should read with care the attached Proxy Statement,
which contains detailed information about the nominees for election.
Your vote is important regardless of the number of shares you own.
Accordingly, we urge you to complete, sign, date and return your Proxy card
promptly in the enclosed postage-paid envelope. The fact that you have returned
your Proxy in advance will in no way affect your right to vote in person should
you attend the meeting. However, by signing and returning the Proxy, you have
assured representation of your shares.
Following completion of the scheduled business, we will report on the
Company's operations and plans and answer questions from the floor. We hope
that you will be able to join us on May 11th.
Very truly yours,
(ART)
RICHARD J. EGAN
Chairman of the Board
<PAGE>
EMC CORPORATION
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1994
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of EMC
Corporation, a Massachusetts corporation ("EMC" or the "Company"), will be held
in the main auditorium of Bank of Boston, 100 Federal Street, Boston,
Massachusetts, on Wednesday, May 11, 1994, at 9:30 a.m. for the following
purposes:
1. To elect two members to the Board of Directors to serve for a three-
year term as Class I Directors.
2. To transact any and all other business that may properly come before
the meeting or any adjournment thereof.
All stockholders of record at the close of business on April 1, 1994 are
entitled to notice of and to vote at this meeting and any adjournment thereof.
Stockholders are requested to sign and date the enclosed Proxy and return it
in the enclosed envelope. The envelope requires no postage if mailed in the
United States.
EMC's 1993 Annual Report to Stockholders is enclosed herewith.
By order of the Board of
Directors
DAVID B. WALEK, Clerk
April 11, 1994
<PAGE>
EMC CORPORATION
PROXY STATEMENT
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL.
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of EMC Corporation, a Massachusetts
corporation ("EMC" or the "Company"), for the Annual Meeting of Stockholders of
EMC to be held May 11, 1994, and any adjournment thereof, for the purposes set
forth in the Notice of the Annual Meeting. EMC was incorporated in 1979, and
its principal executive offices are located at 171 South Street, Hopkinton,
Massachusetts 01748 (telephone 508-435-1000). This Proxy Statement is first
being distributed to stockholders on or about April 11, 1994.
All per share amounts of the common stock, $.01 par value (the "Common
Stock"), of the Company noted in this Proxy Statement have been adjusted to
give effect to all stock splits.
VOTING RIGHTS AND OUTSTANDING SHARES.
As of April 1, 1994, EMC had outstanding 189,271,554 shares of Common Stock.
Each share of Common Stock entitles the holder of record thereof at the close
of business on April 1, 1994 to one vote on each of the matters to be voted
upon at the meeting.
The expenses of preparing, printing and assembling the materials used in the
solicitation of proxies will be borne by EMC. In addition to the solicitation
of proxies by use of the mails, EMC may utilize the services of certain of its
officers and employees (who will receive no compensation therefor in addition
to their regular salaries) to solicit proxies personally and by mail, telephone
and telegraph from brokerage houses and other stockholders.
If the enclosed form of Proxy is properly signed and returned, the shares
represented thereby will be voted. If the stockholder specifies in the Proxy
how the shares are to be voted, they will be voted as specified. If the
stockholder does not specify how the shares are to be voted, they will be voted
in favor of electing as Class I Directors, the two persons listed under
"Election of Directors" to serve until their successors are elected and
qualified. Should any person so named be unable or unwilling to serve as
director, the persons named in the enclosed form of Proxy for the Annual
Meeting intend to vote for such other person as management may recommend. Any
stockholder has the right to revoke his or her Proxy at any time before it is
voted by attending the meeting and voting in person or filing with the Clerk of
the Company either a written instrument revoking the Proxy or another newly
executed proxy bearing a later date.
An automated system administered by the Company's transfer agent tabulates
all votes cast at the Annual Meeting. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting for
purposes of determining the presence of a quorum. Each is tabulated separately.
If a quorum is present, the two nominees who receive the greatest number of
votes properly cast will be elected as Class I Directors. Neither abstentions
nor broker non-votes will have any effect upon the outcome of voting with
respect to the election of directors.
<PAGE>
As of the date hereof, management of EMC has no knowledge of any business
other than that described in the Notice of the Annual Meeting that will be
presented for consideration at such meeting. If any other business should come
before such meeting, the persons appointed by the enclosed form of Proxy shall
have discretionary authority to vote all such Proxies as they shall decide.
ELECTION OF DIRECTORS
On February 11, 1994 the Board of Directors of EMC voted to adopt the
provisions of Section 50A of Chapter 156B of the Massachusetts General Laws.
Pursuant to Section 50A, the Board of Directors is presently divided into three
classes, having staggered terms of three years each after an initial transition
period. Under Section 50A and the by-laws of the Company, the Board of
Directors may determine the total number of directors and the number of
directors to be elected at any Annual Meeting of Stockholders or Special
Meeting in lieu thereof. The Board of Directors has fixed at eight the total
number of directors and has fixed at two the number of directors to be elected
at the 1994 Annual Meeting. Of the current total of eight directors, two Class
I Directors have terms expiring at the 1994 Annual Meeting, three Class II
Directors have terms expiring at the 1995 Annual Meeting and three Class III
Directors have terms expiring at the 1996 Annual Meeting. The two directors
whose terms expire at the 1994 Annual Meeting have been nominated by the Board
of Directors for election at such meeting. Both nominees for director are now
Class I members of the Board of Directors. Each Class I Director elected at the
1994 Annual Meeting will serve until the 1997 Annual Meeting of Stockholders or
Special Meeting in lieu thereof, and until that director's successor is elected
and qualified.
INFORMATION WITH RESPECT TO NOMINEES.
Set forth below is information with respect to each nominee for Class I
Director to be elected at the Annual Meeting and for each Class II Director and
Class III Director. All of the directors were previously elected by the
stockholders.
NOMINEES TO SERVE AS DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT
THE 1997 ANNUAL MEETING (CLASS I DIRECTORS)
RICHARD J. EGAN
Mr. Egan, age 58, is a founder of the Company and has served as a Director
since the Company's inception in 1979, and was elected Chairman of the
Board in January 1988. Prior to January 1988, he was also President of EMC.
From 1979 to January 1992 he was Chief Executive Officer of the Company. He
is also a Director of Cognition Corporation, a CAD/CAM software supplier.
Mr. Egan is a member of the Executive Compensation and Stock Option
Committee and the Mergers and Acquisitions Committee of EMC.
JOHN F. CUNNINGHAM
Mr. Cunningham, age 52, has been a Director of the Company since November
1991 and a consultant to the Company since January 1992. He has been
Chairman and Chief Executive Officer of Cunningham & Company, a corporation
involved in private investments and financial consulting from February 1989
to the present. From July 1985 to January 1989 he was Chairman of the Board
and Chief Executive
2
<PAGE>
Officer of Computer Consoles, Inc., a manufacturer of computers and
telecommunications equipment. Prior to such time, Mr. Cunningham served in
various capacities at Wang Laboratories, Inc., a manufacturer of computers,
most recently as President and Chief Operating Officer and a Director. He
is also a Director of Computervision Corporation, a CAD/CAM software
company, H.F.S.I. Incorporated, a systems integrator and Redgate
Communications, Inc., a media and communications company. Mr. Cunningham is
a member of the Audit Committee, the Executive Compensation and Stock
Option Committee and the Mergers and Acquisitions Committee of EMC.
DIRECTORS SERVING A TERM EXPIRING AT THE 1995
ANNUAL MEETING (CLASS II DIRECTORS)
JOHN R. EGAN
Mr. Egan, age 36, became Executive Vice President, Sales and Marketing of
EMC in January 1992 and was elected a Director in May 1992. From October
1986 to January 1992, he served in a number of executive positions with the
Company including Executive Vice President, Operations and Executive Vice
President, International Sales.
JOSEPH F. OLIVERI
Mr. Oliveri, age 45, has been a Director of the Company since March 1993.
From March 1983 to the present, Mr. Oliveri has been President and Chief
Executive Officer of Interface Electronics Corporation, a distributor of a
diversified group of semiconductor, electronic component and subsystem
component products. Mr. Oliveri is a member of the Audit Committee and the
Mergers and Acquisitions Committee of EMC.
MICHAEL C. RUETTGERS
Mr. Ruettgers, age 51, has been President of the Company since October 1989
and in January 1992 he also became Chief Executive Officer of EMC. In May
1992, he was elected a Director of the Company. Mr. Ruettgers was Executive
Vice President, Operations of EMC from July 1988 to October 1989 and Chief
Operating Officer from September 1989 to January 1992. Before joining EMC,
he was Chief Operating Officer at Technical Financial Services,
Incorporated, a high-technology publishing and research firm. Previously,
he was a Senior Vice President of Keane, Inc., a software application
consulting firm. He is also a Director of Keane, Inc. and Cross Comm
Corporation, a manufacturer of computer network products.
DIRECTORS SERVING A TERM EXPIRING AT THE
1996 ANNUAL MEETING (CLASS III DIRECTORS)
MICHAEL J. CRONIN
Mr. Cronin, age 55, has been a Director of the Company since May 1990. He
was Chief Executive Officer and President of Automatix, Inc., an industrial
vision systems manufacturer, from June 1984 to September 1990. He has been
Chief Executive Officer of Cognition Corporation from September 1987 to the
present. Mr. Cronin is also Chairman of the Board of Cognition Corporation.
He is a Director of Leeman Labs, Inc., a manufacturer of analytical
instruments for the environmental and industrial
3
<PAGE>
markets and Acquity Imaging Inc., an industrial vision systems
manufacturer. Mr. Cronin is a member of the Audit Committee, the Executive
Compensation and Stock Option Committee and the Mergers and Acquisitions
Committee of EMC.
MAUREEN E. EGAN
Mrs. Egan, age 57, has been a Director of the Company since March 1993 and
was one of the Company's initial investors and its first employee. She was
employed in a number of administrative capacities from the Company's
inception in 1979 until her retirement in 1985. Mrs. Egan is a founder and
member of the Hopkinton Technology for Education Trust, a non-profit
organization in Hopkinton, Massachusetts.
W. PAUL FITZGERALD
Mr. Fitzgerald, age 53, has been a Director of the Company since March
1991. Since January 1988, he has been Senior Vice President, Finance and
Administration and Chief Financial Officer of EMC. In October 1991, Mr.
Fitzgerald was elected Treasurer of the Company. From January 1985 to
January 1988, he was Vice President, Finance of EMC.
During the fiscal year ended January 1, 1994, the EMC Board of Directors held
nine meetings. Each incumbent director who is a nominee for election at the
Annual Meeting attended at least 75% of the aggregate number of meetings of the
Board of Directors and the committees of which he was a member in 1993.
The Audit Committee, which held one meeting in 1993, reviews with management
and the Company's independent public accountants the Company's financial
statements, the accounting principles applied in their preparation, the scope
of the audit, any comments made by the public accountants upon the financial
condition of the Company and its accounting controls and procedures, and such
other matters as the Committee deems appropriate.
The Executive Compensation and Stock Option Committee, which held three
meetings during 1993, reviews salary policies and compensation of executive
officers, officers and other members of management and approves compensation
plans. This Committee also administers the Company's stock option plans and
employee stock purchase plan.
The Mergers and Acquisitions Committee, which was established on February 11,
1994, will review with management of EMC possible acquisitions of technologies,
product lines or related businesses.
The Board of Directors does not have a Nominating Committee.
The Company compensates each director who is not an employee of the Company
$10,000 per annum, $2,000 for each regularly scheduled director's meeting
attended and $1,500 per annum for each committee on which they serve.
----------------
Richard J. Egan, Chairman of the Board and a Director, is the husband of
Maureen E. Egan, a Director of the Company. He also is the brother-in-law of W.
Paul Fitzgerald, the Company's Senior Vice President, Finance and
Administration, Chief Financial Officer, Treasurer and Director. W. Paul
Fitzgerald is the brother of Maureen E. Egan. John R. Egan, Executive Vice
President, Sales and Marketing and a Director of the Company is the son of
Richard J. and Maureen E. Egan.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock owned on March 15, 1994 (i) by each person who is known by the
Company to own beneficially more than 5% of the Company's Common Stock, (ii) by
each of the Company's directors and nominees for director owning stock in the
Company, (iii) by each of the executive officers named in the Summary
Compensation Table on page 7, and (iv) by all directors and executive officers
as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED(1) SHARES
------------------------ ---------------- -----------
<S> <C> <C>
Richard J. Egan*(2)............................... 15,255,960 8.1%
Maureen E. Egan(3)................................ 9,650,001 5.1
Michael J. Cronin(4).............................. 48,000 **
John F. Cunningham*(5)............................ 48,000 **
John R. Egan(6)................................... 1,050,600 **
W. Paul Fitzgerald(7)............................. 541,018 **
Frank M. Keaney(8)................................ 327,038 **
Joseph F. Oliveri(9).............................. 32,000 **
Michael C. Ruettgers(10).......................... 305,828 **
FMR Corp.(11)..................................... 16,529,667 8.6
All directors and officers as a group (18 per-
sons)(12)........................................ 28,158,699 14.8
</TABLE>
- --------
* Nominee for director
** Less than 1%
(1) Except as otherwise noted, all persons have sole voting and investment
power with respect to their shares. All amounts shown in this column
include shares obtainable upon exercise of stock options exercisable within
60 days from the date of this table.
(2) Excludes 11,133,907 shares held by Mr. Egan's wife, Maureen E. Egan, and
their children, as to which Mr. Egan disclaims beneficial ownership. Also
excludes 157,900 shares held by the Egan Family Irrevocable Insurance
Trust, as to which Mr. Egan disclaims beneficial ownership.
(3) Excludes 16,739,866 shares held by Mrs. Egan's husband, Richard J. Egan,
and their children, as to which Mrs. Egan disclaims beneficial ownership.
Also excludes 157,900 shares held by the Egan Family Irrevocable Insurance
Trust, as to which Mrs. Egan disclaims beneficial ownership.
(4) Mr. Cronin is deemed to own these shares by virtue of a currently
exercisable option to purchase these shares.
(5) Mr. Cunningham is deemed to own these shares by virtue of a currently
exercisable option to purchase these shares.
(6) John R. Egan is deemed to own 397,200 of these shares by virtue of
currently exercisable options to purchase these shares.
(7) Mr. Fitzgerald is deemed to own 293,200 of these shares by virtue of
currently exercisable options to purchase these shares.
5
<PAGE>
(8) Mr. Keaney is deemed to own 20,000 of these shares by virtue of a currently
exercisable option to purchase these shares. Of these shares, 180,000
shares of Common Stock may not be sold in whole or in part by Mr. Keaney
without the prior consent of the Company.
(9) Mr. Oliveri is deemed to own these shares by virtue of a currently
exercisable option to purchase these shares.
(10) Mr. Ruettgers is deemed to own 20,676 of these shares by virtue of a
currently exercisable option to purchase these shares. Includes 46,400
shares held by the Ruettgers Charitable Remainder Unitrust No. 1, of which
Mr. Ruettgers is a trustee. Excludes 1,200 shares owned by Mr. Ruettgers'
son, as to which he disclaims beneficial ownership.
(11) EMC has relied on the written representation of FMR Corp. dated March 28,
1994 for information relating to its share ownership. Of these shares, FMR
Corp. has the sole power to vote or direct the vote of 21,800 shares and
the sole power to dispose of or direct the disposition of 16,529,667
shares. The number of shares of Common Stock beneficially owned by FMR
Corp. includes 2,628,567 shares of Common Stock resulting from the assumed
conversion of $8,050,000 principal amount of the EMC 6.25% Convertible
Subordinated Debentures due 2002.
(12) Includes 1,240,176 shares of Common Stock beneficially owned by all
officers and directors as a group based upon stock options exercisable
within 60 days from the date of this table. Excludes shares as to which
the named individuals have disclaimed beneficial ownership as described
above.
The address of all persons listed above other than FMR Corp. is c/o EMC
Corporation, 171 South Street, Hopkinton, Massachusetts 01748. The address
of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers
for the three fiscal years ended January 1, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION AWARDS
-------------------------- ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OPTIONS (#) COMPENSATION($)
- --------------------------- ---- --------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Michael C. Ruettgers..... 1993 225,000 525,000 -- 2,000(2)
President, Chief Execu-
tive 1992 207,800 365,000 1,200,000 2,000(2)
Officer and Director 1991 166,077 110,608 103,380 *
Richard J. Egan.......... 1993 225,000 525,000 -- 72,888(3)
Chairman of the Board 1992 163,556 181,500 -- 2,000(2)
and Director 1991 190,192 144,272 -- *
John R. Egan............. 1993 175,000 480,000 -- 2,000(2)
Executive Vice President 1992 156,500 304,000 1,800,000 2,000(2)
Sales and Marketing and
Director 1991 122,115 96,181 -- *
Frank M. Keaney.......... 1993 175,000 375,000 100,000 2,000(2)
Senior Vice President 1992 156,600 297,100 -- 2,000(2)
North American Sales 1991 122,115 108,775 -- *
W. Paul Fitzgerald....... 1993 160,000 375,000 -- 2,000(2)
Senior Vice President,
Finance and 1992 157,800 287,500 -- 2,000(2)
Administration, Chief
Financial 1991 122,596 96,181 -- *
Officer, Treasurer and
Director
</TABLE>
- --------
* Under the Securities and Exchange Commission's transition rules for such
disclosure, no disclosure is required for this period.
(1) Includes performance bonuses and commissions accrued in year of service
whether paid during year of service or in succeeding year.
(2) The amount noted was paid to such executive officer's account in the EMC
401K Plan.
(3) Includes the amount of $2,000 paid to Mr. Egan's account in the EMC 401K
Plan. Also includes $70,888 reflecting the current dollar value of the
benefit to Mr. Egan of the portion of the premium paid by the Company with
respect to a split-dollar insurance agreement (see "Certain Transactions"
below for a description of such agreement). This benefit was determined by
calculating the time value of money (using 120% of the Applicable Federal
Mid-Term Rate) on the projected policy asset value in excess of the
premiums paid by the Company, as of policy year 10, which is the projected
year the Company may receive back all funds advanced toward such split-
dollar insurance agreement. This amount is the value created by the 1993
premium paid by the Company, which was $611,439, for the period from August
17, 1993 (the date on which the premium was paid) until August 17, 2004
when the Company is projected to receive back all funds advanced.
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in fiscal 1993 to
the named executive officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------
POTENTIAL REALIZED
PERCENT OF VALUE AT
TOTAL ASSUMED ANNUAL RATES
OPTIONS OF STOCK PRICE
GRANTED TO APPRECIATION FOR
OPTIONS EMPLOYEES EXERCISE OPTION TERM
GRANTED IN FISCAL PRICE EXPIRATION ---------------------
NAME (#)(1) YEAR(2) ($/SHARE)(3) DATE 5%($) 10%($)
---- ------- ---------- ------------ ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Ruettgers.... -- -- -- -- -- --
Richard J. Egan......... -- -- -- -- -- --
John R. Egan............ -- -- -- -- -- --
Frank M. Keaney......... 100,000 2.28% 6.47 1/29/03 407,000 1,031,000
W. Paul Fitzgerald...... -- -- -- -- -- --
</TABLE>
- --------
(1) The options were granted under the 1985 Stock Option Plan, as amended (the
"1985 Plan") and become exercisable in increments of 20% over a five year
period. The term of such option grant is ten years from the date of the
grant, which was January 29, 1993.
(2) The Company granted options representing an aggregate of 4,389,200 shares
to 428 employees of EMC and its subsidiaries in fiscal 1993 under the 1985
Plan and the 1993 Stock Option Plan (the "1993 Plan").
(3) The closing price of the Common Stock on the New York Stock Exchange on the
date of the grant to Mr. Keaney was $6.47 per share.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal 1993
by the named executive officers and the value of such officers' unexercised
options at January 1, 1994.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED FISCAL YEAR END(#) AT FISCAL YEAR-END($)(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Ruettgers.... 582,952 7,323,917 -- 1,102,428 -- 16,634,402
Richard J. Egan......... -- -- -- -- -- --
John R. Egan............ 630,000 4,194,885 757,200 1,560,000 11,678,608 23,570,820
Frank M. Keaney......... -- -- -- 100,000 -- 1,003,000
W. Paul Fitzgerald...... 26,000 415,441 293,200 120,000 4,563,786 1,864,980
</TABLE>
- --------
(1) Fiscal year ended January 1, 1994. The closing price of the Common Stock on
December 31, 1993 (which was the last trading day in 1993) on the New York
Stock Exchange was $16.50 per share.
8
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that might
incorporate future filings, including this Proxy Statement, in whole or in
part, the following report and the Stock Price Performance Graph on page 12
shall not be incorporated by reference into any such filings.
REPORT OF THE EXECUTIVE COMPENSATION
AND STOCK OPTION COMMITTEE
EMC's executive compensation program is directly linked to corporate
performance and returns to stockholders. The Company has developed an overall
compensation strategy that ties a significant portion of executive compensation
to the Company's success in meeting one or more specified performance goals and
to appreciation in the Company's market valuation. The overall objectives of
this strategy are to attract and retain top-notch executive talent, to motivate
these executives to achieve the goals inherent in the Company's business
strategy, to link executive and stockholder interests through equity-based
plans, and to provide a compensation program that recognizes individual
contributions as well as overall business results.
Each year the Executive Compensation and Stock Option Committee (the
"Compensation Committee") conducts a full review of the Company's executive
compensation program. This review often includes a comprehensive report from
independent executive compensation consultants evaluating the effectiveness of
the program and comparing the Company's executive compensation, corporate
performance, stock price appreciation and total return to stockholders to a
peer group of public companies that represent the Company's most direct
competitors. The Compensation Committee reviews the selection of peer companies
used for compensation analysis. The companies in the peer group used for
compensation analysis are generally not the same as those in the peer group
index in the Performance Graph included in this Proxy Statement.
The Compensation Committee reviews the executive compensation of such peer
companies but is of the opinion that due to EMC's unique growth, at this time
EMC is not comparable to any of such companies. The Compensation Committee
therefore currently considers such survey results only as background
information and has not established executive compensation by direct comparison
to such other companies. Nevertheless the annual compensation reviews permit an
ongoing evaluation of the link between the Company's performance and its
executive compensation in the context of the compensation programs of other
companies.
The Compensation Committee determines the compensation of the five most
highly compensated executive officers, which is detailed in this Proxy
Statement, and sets policies for and reviews the compensation awarded to the
other executive officers and officers of the Company. This is designed to
ensure consistency throughout the executive compensation programs. In reviewing
the individual performance of the executives whose compensation is detailed in
this Proxy Statement (other than Michael C. Ruettgers) the Compensation
Committee takes into account the views of Mr. Ruettgers, the Company's Chief
Executive Officer.
The key elements of the Company's executive compensation usually consist of
base salary, executive bonus and stock options. The Compensation Committee's
policies with respect to each of the elements, including the base salary for
the compensation awarded to Mr. Ruettgers, are discussed below. In addition,
while the elements of compensation described are considered separately, the
Compensation Committee takes into account the complete compensation package
provided by the Company to the individual.
9
<PAGE>
BASE SALARIES
Base salaries for executive officers and officers are determined by
evaluating the responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for pertinent
executive talent, including a comparison to base salaries for comparable
positions at other companies.
Annual salary adjustments are determined by evaluating the performance of the
Company and of each executive officer and officer. The Compensation Committee,
where appropriate, also considers non-financial performance measures. These
include increase in market share, manufacturing efficiency gains, improvements
in product quality and improvements in relations with customers, suppliers and
employees.
With respect to the base salary granted to Mr. Ruettgers in 1993, the
Compensation Committee took into account base salaries of chief executive
officers of peer companies, the Company's success in meeting its return on
equity goals in 1992, the performance of the Common Stock and the assessment by
the Compensation Committee of Mr. Ruettgers individual performance. The
Compensation Committee also took into account the longevity of Mr. Ruettgers'
services to the Company and its belief that Mr. Ruettgers is an excellent
representative of the Company to the public by virtue of his stature in the
industry. On these bases, the Compensation Committee believes that the increase
in Mr. Ruettgers' 1993 base salary from that of 1992 is well justified.
EXECUTIVE BONUS
The Company's executive officers and officers are eligible for an annual cash
bonus. Individual and corporate performance objectives are established at the
beginning of each year by the Compensation Committee. Eligible executives are
assigned target bonus levels. Generally, the corporate performance measure for
bonus payments is based on a fractional percentage of the Company's pre-tax
profits, based on each executive's job level and responsibilities. As in the
case of base salary, the Compensation Committee also considers individual non-
financial performance measures and, where appropriate, unit performance
measures, in determining bonuses.
In 1993, the Company exceeded its performance goals by a wide margin. Based
on these results, Mr. Ruettgers as well as the other executive officers and
officers had a significant increase over the bonuses paid in 1992. In awarding
these bonuses, the Compensation Committee also considered on a subjective basis
the performance of the Common Stock and the role of Mr. Ruettgers and the other
executive officers and officers in promoting the long-term strategic growth of
the Company and, in particular, the Company's growth in market share.
STOCK OPTIONS
Under the 1985 Plan and the 1993 Plan, stock options are granted to the
Company's executive officers and officers and other key employees. The
Compensation Committee sets guidelines for the size of stock option awards
based on similar factors, including competitive compensation data, as are used
to determine base salaries and annual bonus amounts. In the event of poor
corporate performance, the Compensation Committee can elect not to award
options.
Stock options are designed to align the interests of executive officers,
officers and key employees with those of the stockholders. Generally, stock
options are granted with an exercise price equal to the market
10
<PAGE>
price of the Common Stock on the date of grant and vest in equal increments
over five years. This approach is designed to act as an incentive for the
creation of stockholder value over the long term since the full benefit of the
compensation package cannot be realized unless stock price appreciation occurs
over a number of years.
On occasion (but not during 1993), some discounted stock option grants have
been made to employees of the Company, including Mr. Ruettgers. The reasons for
these discounted grants are that the Compensation Committee wanted to reward
the individuals for their past performance and to grant further incentives to
these individuals for expected future performance.
The Compensation Committee may make additional discounted stock option grants
to employees of the Company who have performed in an extraordinary manner and
such actions have had a direct tangible effect on the Company and its results
of operations. It is for these reasons that these types of stock option grants
will not be made routinely.
The Compensation Committee has a set of guidelines that is used to determine
the size of stock option awards. These guidelines take into account the duties
and responsibilities of the individual, years of service to the Company, the
number of outstanding options and the size of the option award. These
guidelines were used by the Compensation Committee in making the stock option
grants to Mr. Ruettgers and all other key employees of the Company.
If necessary, the Compensation Committee retains the discretion to keep
individual items of compensation constant in the future to provide that total
compensation fairly reflects overall corporate performance and individual
achievement. The Compensation Committee believes that significant equity
interests held by Mr. Ruettgers and the other executive officers and officers
align the interests of stockholders and management.
CONCLUSION
Through the programs described above, a very significant portion of the
Company's executive compensation is linked directly to individual and corporate
performance and stock price appreciation. In 1993, as in previous years, the
majority of the Company's executive compensation consisted of compensation with
performance-based variable elements. The Compensation Committee intends to
continue the policy of linking executive compensation to corporate performance
and returns to stockholders.
In December 1993, the Internal Revenue Service issued regulations relating to
the deductibility of executive compensation for amounts in excess of $1
million. The Company is currently studying the effects these regulations will
have on the Compensation Committee and the executive compensation policy noted
above, but has not yet determined what policy it will adopt with respect to the
application of the deduction limitation to its executive compensation plans and
arrangements.
EXECUTIVE COMPENSATION AND STOCK
OPTION COMMITTEE
Michael J. Cronin, Chairman
John F. Cunningham
Richard J. Egan
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Michael J. Cronin and John F. Cunningham, non-employee directors, serve on
the Compensation Committee of the Company's Board of Directors. Richard J.
Egan, Chairman of the Board of the Company, is also a member of the
Compensation Committee.
Richard J. Egan is a member of the Board of Directors of Cognition
Corporation. Michael J. Cronin, the Chief Executive Officer of Cognition
Corporation, serves as Chairman of the Compensation Committee of the Company.
STOCK PRICE PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG EMC CORPORATION, S&P 500
INDEX AND PEER GROUP SIC CODE 3572 (COMPUTER STORAGE DEVICES)
(CHART APPEARS HERE)
<TABLE>
<CAPTION>
YEAR EMC PEER S&P 500
<S> <C> <C> <C>
1988 100 100 100
1989 60 85 132
1990 151 102 128
1991 216 133 166
1992 662 193 179
1993 1,841 250 197
</TABLE>
* $100 invested on 12/31/88 in Company stock, index or peer
group including reinvestment of dividends, if any.
Note: The stock price performance shown on the graph above is
not necessarilyindicative of future price performance.
12
<PAGE>
CERTAIN TRANSACTIONS
In 1993, the Company retained the Thomas A. Fitzgerald Company to provide
various forms of corporate insurance and paid premiums of approximately
$264,000. Thomas A. Fitzgerald is the brother of W. Paul Fitzgerald, an
executive officer and Director of the Company and of Maureen E. Egan, a
Director of the Company.
In 1993, the Company purchased approximately $2,100,000 of electronic
components from Interface Electronics Corporation. Joseph F. Oliveri, a
Director of EMC, is the President and Chief Executive Officer of Interface
Electronics Corporation.
In January 1993, the Company entered into a "split dollar" life insurance
agreement with the Egan Family Irrevocable Insurance Trust, for the benefit of
the Richard J. Egan family. Richard J. Egan is Chairman of the Board and
Maureen E. Egan is a Director of the Company. Under the agreement, premiums
equivalent, in general terms, to the aggregate annual increase in the cash
value of the policies will be advanced by the Company to the Egan Family
Irrevocable Insurance Trust and will be required to be repaid to the Company
(without interest) upon death or at such time as the aggregate cash value of
the fully funded policies equals the Company's total premium advances. All
Company advances will be collateralized by the aggregate cash value of the
policies. In 1993, the Company paid $611,439 in premiums pursuant to this
agreement.
The Company believes that the terms of the arrangements described above were
fair and not less favorable to the Company than could have been obtained from
unaffiliated parties.
STOCKHOLDER PROPOSALS
To be eligible for inclusion in the Company's Proxy Statement, stockholder
proposals intended to be presented at the 1995 Annual Meeting of Stockholders
must be received at EMC's principal executive offices no later than December
12, 1994.
INDEPENDENT PUBLIC ACCOUNTANTS
The Directors have appointed Coopers & Lybrand, who have served as the
Company's auditors since 1984, to examine the financial statements of the
Company for fiscal year 1994. The Company expects that representatives of
Coopers & Lybrand will be present at the Annual Meeting, and will be given the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Company's Common Stock,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange. Executive
officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Company with all copies of Section 16(a) forms
they file.
13
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Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that during the fiscal year
ended January 1, 1994, all filing requirements were complied with in a timely
fashion, except for the following: Michael J. Egan, a former Vice President of
the Company, W. Paul Fitzgerald, an executive officer and a Director of the
Company, John F. Cunningham, a Director of the Company and Richard J. Egan,
Chairman of the Board. Michael J. Egan made one late filing, reporting two
transactions; Mr. Fitzgerald made one late filing, reporting two transactions,
Mr. Cunningham made one late filing, reporting one transaction; and Richard J.
Egan made one late filing, reporting one transaction.
14
<PAGE>
PROXY PROXY
EMC CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, MAY 11, 1994
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, hereby appoints W. Paul Fitzgerald and Paul T. Dacier, and
each of them, proxies with full power of substitution to each, to represent
and to vote at the Annual Meeting of Stockholders of EMC Corporation, to be
held May 11, 1994, at 9:30 a.m., local time in the main auditorium of Bank of
Boston, 100 Federal Street, Boston, Massachusetts, and at any adjournment
thereof, all the shares of Common Stock, $0.01 par value per share, of EMC
Corporation that the undersigned would be entitled to vote if personally
present. The undersigned instructs such proxies or their substitutes to act
on the following matters as specified by the undersigned, and to vote in such
manner as they may determine on any other matters that may properly come
before the meeting.
The Board of Directors recommends a vote FOR the nominees listed on the
reverse side of this proxy.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
[ ] PLEASE MARK VOTE
AS IN THIS EXAMPLE
With- For All
1.) Election of Directors: Electing two For hold Except
directors to serve a three year term [ ] [ ] [ ]
as Class I Directors and for all
nominees.
Richard J. Egan
John F. Cunningham
If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line
through the nominee(s) name. Your shares will be voted for the
remaining nominee.
RECORD DATE SHARES:
--------------------------------------------
REGISTRATION
---------------------------------------------
Please be sure to sign and date this Proxy. Date
---------------------------------------------------------------------------
Stockholder sign here Co-owner sign here
------------------- ----------------
The Board of Directors recommends a vote "FOR" the
nominees on the left.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE
VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED,
THEN THIS PROXY WILL BE VOTED IN FAVOR OF
ELECTING THE TWO NOMINEES NOTED HEREON TO
THE BOARD OF DIRECTORS TO SERVE FOR A THREE
YEAR TERM AS CLASS I DIRECTORS. A VOTE FOR
THE ELECTION OF DIRECTORS INCLUDES
DISCRETIONARY AUTHORITY TO VOTE FOR A
SUBSTITUTE IF ANY NOMINEE IS UNABLE TO SERVE
OR FOR GOOD CAUSE WILL NOT SERVE. IN THEIR
DISCRETION, THE PROXIES ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Mark box at right if a change of address has been
noted on the reverse side of this card. [ ]
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