EMC 2007 Annual Report Download - page 110

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We will furnish to the SEC a definitive Proxy Statement not later than 120 days after the close of the fiscal year ended December 31, 2007. Certain
information required by this item is incorporated herein by reference to the Proxy Statement. Also see "Executive Officers of the Registrant" in Part I of this
Annual Report on Form 10-K.
We have Business Conduct Guidelines that apply to all of our employees and non-employee directors. Our Business Conduct Guidelines (available on
our website) satisfy the requirements set forth in Item 406 of Regulation S-K and apply to all relevant persons set forth therein. We intend to disclose on our
website at www.emc.com amendments to, and, if applicable, waivers of, our Business Conduct Guidelines.
ITEM 11. EXECUTIVE COMPENSATION
Certain information required by this item is incorporated herein by reference to the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is set forth below and incorporated herein by reference to the Proxy Statement.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information regarding EMC's equity compensation plans as of December 31, 2007.
Plan Category
Number of
securities
to be issued
upon exercise
of outstanding
options, warrants
and rights(1)
Weighted-average
exercise price per
share of outstanding
options, warrants
and rights(1)
Number of
securities remaining
available for future
issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
(a) (b) (c)
Equity compensation plans approved by security holders 219,522,563 $ 20.50 158,788,612(2)
Equity compensation plans not approved by security holders(3) 50,000 $ 21.83 —
Total: 219,572,563 $ 20.50 158,788,612
Does not include an aggregate of 19,799,428 shares of common stock to be issued (subject to vesting) upon the exercise of outstanding option grants, with a weighted-average exercise
price of $9.60 per share, assumed by EMC in connection with various acquisitions. The option plans relating to such outstanding options were approved by the respective security
holders of the acquired companies.
Includes 20,668,866 shares of common stock available for future issuance under our employee stock purchase plan.
In January 1999 and January 2002, EMC entered into Stock Option Agreements with its Secretary, pursuant to which EMC granted to such person non-qualified options to purchase
40,000 and 10,000 shares, respectively, of common stock. Such option grants did not receive shareholder approval. The options are exercisable in annual increments of 20% over a
five-year period and will expire on the tenth anniversary of the respective dates of grant; provided, however, that if the option holder ceases to serve as an officer of EMC for any
reason, the options will terminate on the date such service terminates with respect to any shares subject to the options, whether such shares are vested or unvested on such date. The
exercise prices for the options are $23.39 and $15.60 per share, respectively. As of December 31, 2007, an aggregate of 50,000 shares of common stock were issuable (subject to
vesting) upon the exercise of the options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference to the Proxy Statement and included in Note Q to the Consolidated Financial
Statements.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the Proxy Statement.
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(1)
(2)
(3)