EMC 2011 Annual Report Download - page 98

Table of Contents
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, 2011. Certain
information required by this item is incorporated herein by reference to the Proxy Statement under the headings "Proposal 1 Election of Directors," "Board
Independence and Committees," "Certain Transactions" and "Section 16(a) Beneficial Ownership Reporting Compliance." 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 under the headings "Compensation Committee
Interlocks and Insider Participation," "Leadership and Compensation Committee Report," "Compensation Discussion and Analysis," "Compensation of
Executive Officers" and "Director Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this item is incorporated herein by reference to the Proxy Statement under the heading "Security Ownership of Certain
Beneficial Owners and Management."
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth certain information regarding EMC's equity compensation plans as of December 31, 2011.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights1
Weighted-average
exercise price per
share of outstanding
options, warrants
and rights1
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 97,258,954 $ 14.78 98,999,2652
Equity compensation plans not approved by security holders3 10,000 $ 15.60 —
Total: 97,268,954 $ 14.78 98,999,265
1 Does not include an aggregate of 14,268,813 shares of common stock to be issued (subject to vesting) upon the exercise of outstanding option grants, with a weighted-average
exercise price of $6.26 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.
2 Includes 14,799,867 shares of common stock available for future issuance under our Amended and Restated 1989 Employee Stock Purchase Plan.
3 In January 2002, EMC entered into a Stock Option Agreement with its Secretary pursuant to which EMC granted to such person non-qualified options to purchase 10,000 shares
of common stock. Such option grant 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 grant date; 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 price for the options is $15.60 per share.
As of December 31, 2011, an aggregate of 10,000 shares of common stock were issuable 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 under the headings "Board Independence and
Committees," "Review and Approval of Transactions with Related Persons" and "Certain Transactions" and included in Note R 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 under the heading "Pre-Approval of Audit and Non-
Audit Services."
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