<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] 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, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] 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 7, 1995
Dear Stockholder:
We cordially invite you to attend our 1995 Annual Meeting, which will be held
on Wednesday, May 10, 1995, at 10:00 a.m. at the Company's facility located at
5-9 Technology Drive, Milford, Massachusetts. At this meeting you are being
asked to elect three Class II members to the Board of Directors for a three-
year term and to approve an increase in the number of shares of authorized
common stock of the Company and the addition of 2,000,000 shares of common
stock to the 1993 Stock Option Plan.
Your Board of Directors recommends that you vote in favor of each of these
proposals. You should read with care the attached Proxy Statement, which
contains detailed information about these proposals.
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 10th.
Very truly yours,
(ART)
RICHARD J. EGAN
Chairman of the Board
<PAGE>
EMC CORPORATION
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 1995
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
at the Company's facility located at 5-9 Technology Drive, Milford,
Massachusetts, on Wednesday, May 10, 1995, at 10:00 a.m. for the following
purposes:
1. To elect three members to the Board of Directors to serve for a three-
year term as Class II Directors.
2. To amend the Company's Articles of Organization to increase the number
of shares of authorized common stock, $.01 par value, to 500,000,000 shares
from the current authorization of 330,000,000 shares.
3. To amend the Company's 1993 Stock Option Plan to increase the number
of shares available for grant under the plan to 8,000,000 shares from
6,000,000 shares.
4. 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 March 31, 1995 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 1995 Annual Report to Stockholders is enclosed herewith.
By order of the Board of
Directors
DAVID B. WALEK, Clerk
April 7, 1995
<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 10, 1995, 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 7, 1995.
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 March 31, 1995, EMC had outstanding 213,268,346 shares of Common Stock.
Each share of Common Stock entitles the holder of record thereof at the close
of business on March 31, 1995 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. Also, the Company
has retained D.F. King & Co., Inc. to aid in the solicitation of proxies. D.F.
King & Co., Inc. will receive a fee and reimbursement of expenses estimated not
to exceed $10,000 in the aggregate, all of which will be paid by the Company.
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 II Directors, the three persons listed under
"Election of Directors" to serve until their successors are elected and
qualified and in favor of each of the additional items set forth in the
accompanying Notice of the Annual Meeting. 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 three nominees who receive the greatest number of
votes properly cast will be elected as Class II Directors. Neither abstentions
nor broker non-votes will have any effect upon the outcome of voting with
respect to the election of directors. The effect of an abstention or a broker
non-vote will be the same as a vote against adoption of Proposal 2. A broker
non-vote will have no effect upon the outcome of voting on Proposal 3. However,
an abstention will have the same effect as a vote against Proposal 3.
<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.
PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to Section 50A of Chapter 156B of the Massachusetts General Laws,
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 three the number of directors to be elected at the
1995 Annual Meeting. Of the current total of eight directors, three Class II
Directors have terms expiring at the 1995 Annual Meeting, three Class III
Directors have terms expiring at the 1996 Annual Meeting and two Class I
Directors have terms expiring at the 1997 Annual Meeting. The three directors
whose terms expire at the 1995 Annual Meeting have been nominated by the Board
of Directors for election at such meeting. All of the nominees for director are
now Class II members of the Board of Directors. Each Class II Director elected
at the 1995 Annual Meeting will serve until the 1998 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 II
Director to be elected at the Annual Meeting and for each Class I 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 1998
ANNUAL MEETING (CLASS II DIRECTORS)
JOHN R. EGAN
Mr. Egan, age 37, 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 46, 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.
2
<PAGE>
MICHAEL C. RUETTGERS
Mr. Ruettgers, age 52, 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 THE1996 ANNUAL MEETING (CLASS III
DIRECTORS)
MICHAEL J. CRONIN
Mr. Cronin, age 56, 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 also a Director of Leeman Labs, Inc., a manufacturer of analytical
instruments for the environmental and industrial markets. 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. She
was one of the Company's initial investors and its first employee. Mrs.
Egan 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 54, has been a Director of the Company since March
1991. From January 1988 to March 1995, he was Senior Vice President,
Finance and Administration and Chief Financial Officer of EMC. From October
1991 to March 1995, Mr. Fitzgerald was Treasurer of the Company. From
January 1985 to January 1988, he was Vice President, Finance of EMC. Mr.
Fitzgerald resigned as Chief Financial Officer and Treasurer of the Company
effective March 31, 1995 and as an employee of the Company effective July
31, 1995. He will, however, remain a Director of the Company.
DIRECTORS SERVING A TERM EXPIRING AT THE1997 ANNUAL MEETING (CLASS I DIRECTORS)
RICHARD J. EGAN
Mr. Egan, age 59, 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.
3
<PAGE>
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. He was a consultant to the Company from January 1992 to December
1993. 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 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. Mr. Cunningham
is a member of the Executive Compensation and Stock Option Committee and
the Mergers and Acquisitions Committee of EMC.
During the fiscal year ended December 31, 1994, the EMC Board of Directors
held five 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 1994.
The Audit Committee, which held one meeting in 1994, 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 four
meetings during 1994, 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 reviews with management of EMC
possible acquisitions of technologies, product lines or related businesses.
This committee held no formal meetings in 1994 but did consult informally
several times during 1994.
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 and a 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, 1995 (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)................................ 14,750,080 7.4%
Maureen E. Egan(3)................................ 3,726,701 1.9
Michael J. Cronin(4).............................. 48,000 **
John F. Cunningham(5)............................. 48,000 **
John R. Egan*(6).................................. 701,850 **
W. Paul Fitzgerald................................ 585,854 **
Frank M. Keaney................................... 0 **
Joseph F. Oliveri*(7)............................. 32,000 **
Michael C. Ruettgers*(8).......................... 311,154 **
FMR Corp.(9)...................................... 25,917,075 13.1
The Equitable Companies Incorporated(10).......... 10,105,005 5.1
All directors and executive officers as a group
(18 persons)(11)................................. 20,943,555 10.4
</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 4,428,551 shares held by Mr. Egan's wife, Maureen E. Egan, and
John R. Egan, as to which Mr. Egan disclaims beneficial ownership.
(3) Excludes 15,451,930 shares held by Mrs. Egan's husband, Richard J. Egan,
and John R. Egan, 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 379,200 of these shares by virtue of
currently exercisable options to purchase these shares.
(7) Mr. Oliveri is deemed to own these shares by virtue of a currently
exercisable option to purchase these shares.
(8) Excludes 3,900 shares owned by Mr. Ruettgers' children, as to which he
disclaims beneficial ownership.
5
<PAGE>
(9) EMC has relied on the Schedule 13G of FMR Corp. dated February 13, 1995
for information relating to its share ownership. Of these shares, FMR
Corp. has the sole power to vote or direct the vote of 1,541,800 shares
and the sole power to dispose of or direct the disposition of 25,917,075
shares. The number of shares of Common Stock beneficially owned by FMR
Corp. includes 2,612,248 shares of Common Stock resulting from the assumed
conversion of $8,000,000 principal amount of the EMC 6.25% Convertible
Subordinated Debentures due 2002.
(10) EMC has relied on the Schedule 13G filed jointly by The Equitable
Companies Incorporated ("Equitable"), Alpha Assurances I.A.R.D. Mutuelle,
Alpha Assurances Vie Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, Uni Europe Assurance Mutuelle and AXA dated
February 10, 1995 for information relating to their share ownership. Of
these shares, Equitable, through its subsidiaries, has the sole power to
vote or direct the vote of 9,547,605 shares and the sole power to dispose
of or direct the disposition of 10,105,005 shares. The number of shares of
Common Stock beneficially owned by Equitable, through its subsidiaries,
includes 1,210,305 shares of Common Stock resulting from the assumed
conversion of $3,706,559 principal amount of the EMC 6.25% Convertible
Subordinated Debentures due 2002.
(11) Includes 853,100 shares of Common Stock beneficially owned by all
executive officers and directors as a group based upon stock options
exercisable within 60 days from the date of this table. Excludes shares as
to which the named individuals have disclaimed beneficial ownership as
described above. Also excludes shares held by Mr. Keaney, who resigned as
an executive officer of the Company as of December 31, 1994.
The address of all persons listed above other than FMR Corp. and Equitable
is c/o EMC Corporation, 171 South Street, Hopkinton, Massachusetts 01748.
The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts
02109. The address of Equitable is 787 Seventh Avenue, New York, New York
10019.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Company's Chief
Executive Officer and the four remaining most highly paid executive officers
for the three fiscal years ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL ------------
COMPENSATION AWARDS
NAME AND PRINCIPAL ---------------------------- ------------ ALL OTHER
POSITION YEAR SALARY ($) BONUS ($)(1) OPTIONS (#) COMPENSATION($)
------------------ ---- ---------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C>
Michael C. Ruettgers.... 1994 260,000 366,660 -- 2,000(2)
President, Chief Execu- 1993 225,000 536,363 -- 2,000(2)
tive 1992 207,800 365,000 1,200,000 2,000(2)
Officer and Director
Richard J. Egan......... 1994 260,000 366,660 -- 371,147(3)
Chairman of the Board 1993 225,000 536,363 -- 278,971(4)
and Director 1992 163,556 181,500 -- 2,000(2)
Frank M. Keaney......... 1994 175,000 293,250 -- 2,000(2)
Senior Vice President 1993 175,000 383,116 100,000 2,000(2)
North American Sales 1992 156,600 297,100 -- 2,000(2)
John R. Egan............ 1994 200,000 266,425 -- 2,000(2)
Executive Vice Presi- 1993 175,000 490,389 -- 2,000(2)
dent 1992 156,500 304,000 1,800,000 2,000(2)
Sales and Marketing and
Director
W. Paul Fitzgerald...... 1994 165,000 214,560 -- 2,000(2)
Senior Vice President, 1993 160,000 383,116 -- 2,000(2)
Finance and 1992 157,800 287,500 -- 2,000(2)
Administration and Di-
rector
</TABLE>
- --------
(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 $369,147 reflecting the present value of the economic
benefit to Mr. Egan of the non-term portion of the premium advanced, on a
non-interest bearing basis, by the Company during 1994 ($768,131) with
respect to a split-dollar insurance agreement (see "Certain Transactions"
below for a description of such agreement), based on the earliest possible
date on which the Company may terminate the split dollar agreement and
receive back all funds advanced, which is August 16, 2002. The Company did
not pay any portion of the term life insurance portion of the premium in
1994.
(4) Includes the amount of $2,000 paid to Mr. Egan's account in the EMC 401K
Plan. Also includes $276,971 reflecting the present value of the economic
benefit to Mr. Egan of the non-term portion of the premium advanced, on a
non-interest bearing basis, by the Company during 1993 ($611,439) with
respect to the split-dollar insurance agreement described in Note 3 above.
The Company did not pay any portion of the term life insurance portion of
the premium in 1993.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
There were no option grants in fiscal 1994 to the named executive officers.
The following table provides information on option exercises in fiscal 1994 by
the named executive officers and the value of such officers' unexercised
options at December 31, 1994.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS
ACQUIRED FISCAL YEAR END (#) AT FISCAL YEAR END ($)(1)
ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Ruettgers.... 300,876 5,722,743 -- 801,552 -- 16,193,192
Richard J. Egan......... -- -- -- -- -- --
Frank M. Keaney......... 20,000 208,100 -- 60,000 -- 909,300
John R. Egan............ 798,000 14,055,942 379,200 1,140,000 7,845,178 23,053,800
W. Paul Fitzgerald...... -- -- 353,200 60,000 7,306,250 1,239,960
</TABLE>
- --------
(1) Fiscal year ended December 31, 1994. The closing price of the Common Stock
on December 30, 1994 (which was the last trading day in 1994) on the New
York Stock Exchange was $21.63 per share.
(2) The above options were granted under the Company's 1985 Stock Option Plan.
1993 STOCK OPTION PLAN
As of February 28, 1995, there were options to purchase 2,987,860 shares of
Common Stock outstanding under the 1993 Stock Option Plan (the "1993 Plan") and
2,995,340 shares remained available for future grant under the 1993 Plan. A
more detailed description of the 1993 Plan is described below at "Approval of
Amendment to the Company's 1993 Stock Option Plan."
The following table shows certain information regarding options to purchase
shares of Common Stock pursuant to the 1993 Stock Option Plan:
<TABLE>
<CAPTION>
NUMBER OF SHARES
COVERED BY OPTIONS AVERAGE PER SHARE
GRANTED FROM EXERCISE PRICE OF
NAME 1/1/92 TO 12/31/94 SUCH OPTIONS(1)
---- ------------------ -----------------
<S> <C> <C>
Michael C. Ruettgers...................... -- --
Richard J. Egan........................... -- --
Frank M. Keaney........................... -- --
John R. Egan.............................. -- --
W. Paul Fitzgerald........................ -- --
Joseph F. Oliveri......................... -- --
All current executive officers as a group
(14 persons)(2).......................... 150,000 $17.88
All current directors who are not
executive officers as a group
(4 persons).............................. -- --
</TABLE>
- --------
(1) All options to current executive officers and directors were granted at a
price at least equal to the fair market value of EMC Common Stock on the
date of grant.
(2) Excludes options held by Mr. Keaney.
Between January 1, 1992 and December 31, 1994, options for 3,349,260 shares
were granted under the 1993 Plan to all employees as a group, excluding
directors and executive officers, at an average per share exercise price of
$16.57.
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 high technology companies with revenues comparable to
those of the Company. 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 peer group in the Performance Graph is comprised of companies in the
computer storage field. The Compensation Committee is of the opinion that EMC
is not comparable to any of such companies in terms of revenue and therefore
uses other high technology companies with comparable revenue for compensation
analysis. 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. The base salaries of the Company's executive
officers, generally, and the Chief Executive Officer, in particular, are low in
comparison to base salaries for comparable positions at other companies. This
is due to the fact that the Company's executive compensation program is
weighted heavily towards bonuses and other incentives.
Annual salary adjustments are determined by evaluating the financial
performance of the Company and of each executive officer and officer. All
financial performance targets for 1994 were met or exceeded. The Compensation
Committee, where appropriate, also considers non-financial performance
measures. For 1994, the non-financial performance factors used were 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 1994, 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 1993, 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'
service 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' 1994 base salary from that of 1993 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. The corporate performance measure for bonus
payments for 1994 was 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 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 Company's 1985 Stock Option Plan (the "1985 Plan") and the 1993
Plan, stock options may be 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.
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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 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 1994), 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 generally 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 1994, 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.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), under certain circumstances, executive compensation in excess of $1
million may not be deductible. The Compensation Committee has determined that
due to the current compensation levels, this limitation does not at this time
affect the executive compensation policy noted above and has therefore not
adopted any policy with respect to the $1 million limitation on deductibility.
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 EMC.
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)**
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
YEAR EMC PEER S&P 500
<S> <C> <C> <C>
1989 100 100 100
1990 250 121 97
1991 358 157 126
1992 1095 228 136
1993 3044 295 150
1994 3992 297 152
</TABLE>
* $100 invested on 12/30/89 in Company stock,
index or peer group including reinvestment of
dividends, if any.
** 23 companies comprise the peer group. The
Company will provide a list of the peer group
companies to stockholders upon request.
Note: The stock price performance shown on the graph
above is not necessarily indicative of future price
performance.
12
<PAGE>
CERTAIN TRANSACTIONS
In 1994, the Company retained the Thomas A. Fitzgerald Company to provide
various forms of corporate insurance and paid premiums of approximately
$620,732. 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 and the brother-in-law of Richard J. Egan, Chairman of
the Board of Directors of the Company.
In 1994, the Company purchased approximately $1,543,580 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 1994, the Company paid $768,131 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.
PROPOSAL 2
APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF ORGANIZATION
The Articles of Organization of the Company currently authorize the issuance
of 330,000,000 shares of Common Stock, $.01 par value, and 25,000,000 shares of
Series Preferred Stock, $.01 par value. On March 14, 1995, the Board of
Directors voted to propose and declare advisable an amendment to the Company's
Articles of Organization to increase the number of authorized shares of Common
Stock from 330,000,000 shares to 500,000,000 shares.
This proposal will not take effect unless it is approved by the affirmative
vote by the holders of a majority of the outstanding shares. The Board of
Directors believes that this amendment to the Company's Articles of
Organization is in the best interest of the Company and its stockholders and
recommends a vote "FOR" Proposal 2.
As of February 28, 1995, there were a total of 247,889,445 shares of Common
Stock issued or reserved for issuance, which includes 2,643,009 shares held as
treasury stock. This total number of shares also includes shares available for
issuance under the 1985 Plan, the Company's 1989 Employee Stock Purchase Plan
(the "1989 Plan"), the 1992 Stock Option Plan for Directors (the "1992 Plan"),
and the 1993 Plan, the shares issuable upon conversion of the 6 1/4%
convertible subordinated debentures due 2002 (the "6 1/4% Debentures") (all of
which debentures were redeemed or converted into Common Stock on or prior to
April 1, 1995) and the shares issuable upon conversion of the 4 1/4%
convertible subordinated notes due 2001 (the "4 1/4% Notes"). As of the date of
this Proxy Statement, there are no shares of Preferred Stock issued or
outstanding.
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The proposed amendment would increase the number of shares of the existing
class of Common Stock available for issuance by the Company, but would have no
effect upon the terms of the Company's Common Stock or the rights of holders of
such Common Stock. Holders of Common Stock are entitled to one vote for each
share held and have no preemptive or other rights to subscribe for additional
shares from the Company. There are no cumulative voting rights, with the result
that holders of more than 50% of the shares of Common Stock are able to elect
100% of the class of the Company's directors to be elected at any Annual
Meeting of Stockholders or Special Meeting in lieu thereof. All outstanding
shares of Common Stock are, and those issuable upon the exercise of options and
the conversion of the 4 1/4% Notes will be, when issued and fully paid for,
validly issued and fully paid and non-assessable. Holders of Common Stock are
entitled to such dividends as may be declared by the Board of Directors out of
funds legally available therefor. On liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive their pro rata
portion of the net assets of the Company remaining after the payment of all
creditors and liquidation preferences, if any.
The Board of Directors believes that the proposed increase in authorized
shares of Common Stock is desirable to enhance the Company's flexibility in
connection with possible future actions, such as stock splits, stock dividends,
financings, corporate mergers, acquisitions, use in employee benefit plans or
other corporate purposes. Having such authorized shares available for issuance
in the future would allow shares of Common Stock to be issued without the
expense and delay of a special stockholders meeting. If this proposal is
adopted, the shares of Common Stock would be available for issuance without
further action by the stockholders, subject, however, to the requirements of
the New York Stock Exchange that stockholder approval be obtained for certain
issuances of additional shares of Common Stock in excess of 20% of the number
of shares then outstanding. If additional shares of Common Stock are issued as
a result of the proposed increase in authorized shares of Common Stock, this
may have a dilutive effect on the voting power of existing holders of Common
Stock and on earnings per share. In addition, the proposed increase in
authorized shares of Common Stock could have the effect of rendering more
difficult a change in control of the Company.
As of the date of this Proxy Statement, the Company has no agreements,
commitments, or plans with respect to the sale or issuance of additional shares
of Common Stock except as described under the 1985 Plan, the 1989 Plan, the
1992 Plan, the 1993 Plan and the obligation to issue shares of Common Stock
upon conversion of the 4 1/4% Notes.
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE COMPANY'S 1993 STOCK OPTION PLAN
On May 12, 1993, the Company's stockholders adopted and approved the 1993
Plan and 6,000,000 shares of Common Stock were reserved for issuance thereunder
to employees of the Company and its subsidiaries. As of February 28, 1995,
2,995,340 shares remained available for future option grants under this plan.
On March 14, 1995, the Board of Directors approved an amendment to the 1993
Plan to increase the number of shares available under the plan from 6,000,000
shares to 8,000,000 shares. The affirmative vote of a majority of the shares
present, in person or by proxy, and entitled to vote at the Annual Meeting is
required to approve this amendment to the 1993 Plan. The Company's current
forecast for the 1993 Plan indicates that there are currently sufficient shares
for projected grants of options through approximately the end of 1995.
Additional shares are needed for use in the 1993 Plan so that stock option
grants can continue to be made to attract and retain key employees of the
Company and its subsidiaries. This amendment to the 1993
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<PAGE>
Plan will not take effect unless it is approved by a majority of the votes cast
at the Annual Meeting. If this amendment to the 1993 Plan is not approved by
the stockholders, no grants of options will be made under the 1993 Plan once
the presently available number of options are granted. The Board of Directors
believes that the amendment to the 1993 Plan is in the best interests of the
Company and its stockholders and recommends a vote "FOR" Proposal 3.
Members of the Board of Directors of the Company who are not employed as
regular salaried officers or employees of the Company may not participate in
the 1993 Plan. The closing price of a share of Common Stock on the New York
Stock Exchange on March 31, 1995 was $16.75. The proceeds received by the
Company from the sale of Common Stock pursuant to the 1993 Plan will be used
for the general corporate purposes of the Company.
SUMMARY OF THE 1993 PLAN
If the March 14, 1995 amendment adding 2,000,000 shares is approved, a total
of 8,000,000 shares of Common Stock will be reserved for issuance to employees
and officers of the Company and its subsidiaries under the 1993 Plan. Options
granted pursuant to the 1993 Plan may, at the discretion of the Compensation
Committee be incentive stock options. The 1993 Plan is not qualified under
Section 401(a) of the Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
The Compensation Committee was appointed by and serves at the pleasure of the
Board of Directors and, subject to the 1993 Plan, has full authority to
determine the provisions of options to be granted under the 1993 Plan, to
interpret the terms of the 1993 Plan and of options granted under the 1993
Plan, to adopt, amend and rescind rules and guidelines for the administration
of the 1993 Plan and for its own acts and proceedings and to decide all
questions and settle all controversies and disputes which may arise in
connection with the 1993 Plan.
Among other matters, the Compensation Committee is authorized to determine
conclusively, consistent with the 1993 Plan, who will receive options, the
number and exercise price of the options, the time when the options become
exercisable, and whether such options will be incentive stock options. Members
of the Compensation Committee are not eligible to be granted options under the
1993 Plan.
The shares of Common Stock subject to the 1993 Plan may be adjusted to give
effect to stock dividends, stock splits and the like. The Common Stock
delivered to option holders upon the exercise of options may, in the discretion
of the Board of Directors, be either authorized but unissued shares or shares
held by the Company in treasury.
The Compensation Committee may, at its discretion, select any eligible person
to participate in the 1993 Plan. An eligible person to participate in the 1993
Plan is any employee of the Company or any of its subsidiaries. As of February
28, 1995, there were approximately 3,200 employees eligible to participate in
the 1993 Plan and approximately 850 employees participating in the 1993 Plan.
The number of options which may be granted to any eligible person is also
within the discretion of the Compensation Committee, subject to certain
conditions concerning incentive stock options.
Options granted under the 1993 Plan are exercisable at such time or times as
the Compensation Committee shall determine. However, no incentive stock option
may be exercisable after ten years from the date of its grant (five years in
the case of a 10% or more stockholder).
15
<PAGE>
Under the 1993 Plan, options are transferable only by will or the laws of
descent and distribution, and may be exercised by a person other than the
option holder only in the circumstances outlined below.
Under the 1993 Plan, all previously unexercised options terminate and are
forfeited automatically upon the termination of the option holder's employment
with the Company, unless the Compensation Committee or the Board of Directors
specifies otherwise. However, if an option holder dies at a time when he or she
is entitled to exercise an option, then the portion formerly exercisable by the
option holder may be exercised by the option holder's executor or
administrator, or by the person to whom the option is transferred under the
applicable laws of descent or distribution, within three years of the death of
the option holder, subject, in the case of incentive stock options, to the
limitations stated above on their exercise. Shares which are not delivered
because of termination of options may be reused for other options.
The exercise price of stock options granted under the 1993 Plan is determined
by the Compensation Committee on the date of grant, subject to limitations
contained in the 1993 Plan, including the limitation that the exercise price
may not be less than par value. However, there are certain pricing restrictions
for incentive stock options as set forth below.
Payment for shares to be granted upon exercise of options must be made in
full in cash or by bank draft, check or money order before the shares are
delivered. Part or all of the purchase price may also be paid in shares of
Common Stock. A person electing to exercise an option must give written notice
to the Company of the election, accompanied by any documents required by the
Compensation Committee and the purchase price. The Compensation Committee may
require the person to fulfill any conditions it stipulates that are not
inconsistent with the terms of the 1993 Plan. When options other than incentive
stock options are exercised or any options are exercised by an individual
subject to taxation in a foreign jurisdiction, the Company may require the
option holder to remit to the Company applicable taxes prior to the delivery of
any shares of Common Stock. If at the time an incentive stock option is
exercised, the Compensation Committee determines that the Company could be
liable for withholding applicable taxes upon a disposition of the underlying
Common Stock, the Compensation Committee may require as a condition of exercise
that the option holder agree to notify the Company of any disposition of the
underlying Common Stock and provide the Company with such security as the
Compensation Committee deems adequate to meet the potential liability of the
Company for withholding of taxes.
The Compensation Committee may at any time discontinue granting options under
the 1993 Plan. The Board of Directors may amend the 1993 Plan except that no
such amendment may adversely affect the rights of any option holder without his
or her consent and except that no such amendment will, without the approval of
the stockholders of the Company, increase the number of shares available under
the 1993 Plan, change the group of employees eligible to receive options,
reduce the exercise price of outstanding incentive stock options, reduce the
price at which future incentive stock options may be granted, extend the time
within which options may be granted, alter the 1993 Plan so that options
intended to qualify as incentive stock options under the Code would not do so,
or change the amendment provisions of the 1993 Plan.
No grant of incentive stock options can be made under the 1993 Plan after May
12, 2003, but options granted before that day may be exercised after it.
In the event of a stock dividend, stock split or other change in corporate
structure or capitalization affecting the Common Stock, the number and kind of
shares of stock or securities of the Company to be subject to the 1993 Plan and
the options then outstanding or to be granted thereunder, and the option price,
16
<PAGE>
will be appropriately adjusted by the Compensation Committee, whose
determination will be binding on all persons. In the event of a dissolution,
liquidation, consolidation or merger in which the Company is not the surviving
corporation, all outstanding options will thereupon terminate, provided that at
least twenty days prior to the effective date of any such dissolution,
liquidation, consolidation or merger, the Company will either (i) make all
outstanding options immediately exercisable or (ii) arrange to have the
surviving corporation grant replacement options to the option holders.
The exercise price of incentive stock options may not be less than 100% of
the fair market value of the Common Stock at the time the option is granted,
except as stated otherwise below. The aggregate fair market value, determined
at the time the option is granted, of the stock for which any person may be
granted incentive stock options which become exercisable for the first time by
such person in any calendar year cannot exceed the sum of $100,000 (determined
at the time such option is granted). No incentive stock option will be granted
to a person who is not an "employee" as defined in the applicable provisions of
the Code and regulations issued thereunder. No incentive stock option will be
granted to any person who at the time of the grant owns, directly or indirectly
through application of the attribution rules of the Code, stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of its subsidiaries unless the option price at the time of the grant
is at least 110% of the fair market value of the stock subject to the option
and the period of the option does not exceed five years from the date of grant.
FEDERAL INCOME TAX CONSEQUENCES
In general, neither the grant nor the exercise of an incentive stock option
granted under the 1993 Plan will result in taxable income to the option holder
or a deduction to the Company. If the option holder does not dispose of stock
received upon exercise of an incentive stock option within two years from the
date the option is granted or within one year after the date of exercise, any
later sale of such stock will result in a long-term capital gain or loss.
If shares received upon exercising an incentive stock option are disposed of
before the holding period requirements described above have been satisfied, the
option holder will generally realize ordinary income at the time of disposition
of the stock. The amount of such ordinary income will generally be equal to the
difference between the fair market value of the stock on the date of exercise
and the option price. In the case of a disqualifying disposition which is a
sale with respect to which loss (if sustained) would be recognized, then the
amount of ordinary income will not exceed the excess of the amount realized on
such sale over the adjusted basis of the stock, that is, in general, the price
paid for the stock. The Company will generally be entitled to a deduction for
Federal income tax purposes equal to the amount of ordinary income realized by
the option holder, subject to any necessary withholding and reporting
requirements.
Certain option holders exercising incentive stock options may become subject
to the alternative minimum tax, under which the difference between (i) the fair
market value of stock purchased under incentive stock options, determined on
the date of exercise, and (ii) the exercise price will be an item of tax
preference in the year of exercise for purposes of the alternative minimum tax.
Options granted under the 1993 Plan which are not incentive stock options are
"nonstatutory options". No income results upon the grant of a nonstatutory
option. When an option holder exercises a nonstatutory option he or she will
realize ordinary income subject to withholding. Generally such income will be
realized at the time of exercise and in an amount equal to the excess, measured
at the time of exercise, of the then fair
17
<PAGE>
market value of the Common Stock over the option price. The Company will
generally be entitled to a deduction for Federal income tax purposes equal to
the amount of ordinary income realized by the option holder, subject to certain
withholding and reporting requirements.
The foregoing summary is not a complete description of Federal income tax
aspects of the 1993 Plan. Moreover, the foregoing summary relates only to
Federal income taxes; there may also be Federal estate and gift tax
consequences associated with the 1993 Plan, as well as foreign, state and local
tax consequences.
STOCKHOLDER PROPOSALS
To be eligible for inclusion in the Company's Proxy Statement, stockholder
proposals intended to be presented at the 1996 Annual Meeting of Stockholders
must be received at EMC's principal executive offices no later than December 8,
1995.
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 1995. 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.
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 December 31, 1994, all filing requirements were complied with in a timely
fashion except for the following: Paul E. Noble, Jr., an executive officer of
the Company, made one late filing, reporting one transaction; and Michael R.
Grilli, an executive officer of the Company, made one late filing, reporting
two transactions.
18
<PAGE>
PROXY PROXY
EMC CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, MAY 10, 1995
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, hereby appoints Colin G. Patteson 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
10, 1995, at 10:00 a.m., local time at EMC's facility at 5-9 Technology Drive,
Milford, Massachusetts, and at any adjournment thereof, all the shares of Common
Stock, $.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 each of the proposals.
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>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
With For All
For hold Except
[_] [_] [_]
1.) Election of Directors:
Electing three directors to serve
a three-year term as Class II Directors
and for all nominees.
John R. Egan
Joseph F. Oliveri
Michael C. Ruettgers
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(s).
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date:
_________________________________________________________
Stockholder sign here Co-owner sign here
For Against Abstain
2. To amend the Articles of [_] [_] [_]
Organization to increase the
number of shares of authorized
Common Stock, $.01 par value,
to 500,000,000 shares.
For Against Abstain
3. To approve the addition of [_] [_] [_]
2,000,000 shares of Common
Stock, $.01 par value, to the
1993 Stock Option Plan.
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
THREE NOMINEES NOTED HEREON TO THE BOARD OF
DIRECTORS TO SERVE FOR A THREE-YEAR TERM AS CLASS
II DIRECTORS AND APPROVING THE AMENDMENT TO THE
ARTICLES OF ORGANIZATION AND THE ADDITION OF
SHARES TO EMC CORPORATION'S 1993 STOCK OPTION
PLAN. 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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DETACH CARD
