Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
a) On December 1, 2021, Mark Garrett, a Class II director, and Anita Sands, a
Class III director, both notified Pure Storage, Inc. ("Pure") that they would be
resigning from the Board of Directors and for Mr. Garrett, as Chair of the Audit
Committee and for Ms. Sands, as Chair of the Compensation Committee and as a
member of the Audit Committee. All such resignations will be effective as of
December 15, 2021. Both Mr. Garrett and Ms. Sands informed Pure that their
decisions to resign as a director was not due to any disagreements with Pure on
any matter relating to Pure's operations, policies or practices.
d) On December 1, 2021, Pure's Board of Directors increased the size of its
board to 12 members and appointed John Murphy to fill this vacancy effective
immediately. Mr. Murphy was appointed as a Class I director to serve until
Pure's annual meeting of stockholders to be held in 2022.
In accordance with Pure's director compensation policy, Mr. Murphy was granted a
restricted stock unit award for 21,529 shares of Pure's Class A common stock.
Subject to Mr. Murphy's continued service, 25% of the shares subject to the
award will vest on December 20, 2022 and the remaining 75% of the shares subject
to the award will vest in 12 substantially equal quarterly installments
thereafter. Mr. Murphy was also granted a restricted stock unit award for 6,324
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
Mr. Murphy'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, Mr. Murphy is entitled to an annual cash retainer for her
service in accordance with Pure's director compensation policy.
In connection with his appointment to the Board, Mr. Murphy 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 Mr. Murphy and any other person
pursuant to which Mr. Murphy was elected as a director of Pure. There are no
family relationship between Mr. Murphy and any director or executive officer of
Pure, and, other than as described above, no transaction involving Mr. Murphy
that would require disclosure under Item 404(a) of Regulation S-K.
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