Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2021, the Board of Directors of Pure Storage, Inc. ("Pure")
increased the size of its board to 11 members and appointed Mallun Yen to fill
this vacancy and to serve as a member of Pure's Nominating and Corporate
Governance Committee, effective immediately. Ms. Yen was appointed as a Class
III director to serve until Pure's annual meeting of stockholders to be held in
2024.
In accordance with Pure's director compensation policy, Ms. Yen was granted a
restricted stock unit award for 27,185 shares of Pure's Class A common stock.
Subject to Ms. Yen's continued service, 25% of the shares subject to the award
will vest on September 20, 2022 and the remaining 75% of the shares subject to
the award will vest in 12 substantially equal quarterly installments thereafter.
Ms. Yen was also granted a restricted stock unit award for 7,986 shares of
Pure's Class A common stock, which represents a pro-rata amount of the annual
equity compensation provided to our directors. The award will vest in full on
the day prior to Pure's upcoming annual stockholder meeting, subject to Ms.
Yen's continued service. These equity awards are subject to the terms and
conditions of Pure's 2015 Equity Incentive Plan and the related award
agreements. Further, Ms. Yen is entitled to an annual cash retainer for her
service in accordance with Pure's director compensation policy.
In connection with her appointment to the Board, Ms. Yen executed Pure's
standard form of indemnity agreement for directors which was filed as Exhibit
10.8 of Pure's Annual Report on Form 10-K (File No. 001-37570) filed with the
Securities and Exchange Commission on March 25, 2021.
There is no arrangement or understanding between Ms. Yen and any other person
pursuant to which Ms. Yen was elected as a director of Pure. There are no family
relationship between Ms. Yen and any director or executive officer of Pure, and,
other than as described above, no transaction involving Ms. Yen that would
require disclosure under Item 404(a) of Regulation S-K.
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