Form 8-K EMC CORP For: Jan 10
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549�
FORM 8-K� | ||||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 10, 2015
________________________
EMC CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts | 1-9853 | 04-2680009 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
176 South Street Hopkinton, Massachusetts (Address of principal executive offices) | � | 01748 (Zip Code) |
Registrant's telephone number, including area code: (508) 435-1000
N/A
(Former Name or Former Address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of a Director
On January 10, 2015, the Board of Directors of EMC Corporation ( EMC or the Company ) elected Jos� E. Almeida and Donald J. Carty as members of the Board, effective immediately. EMCs Corporate Governance and Nominating Committee identified Messrs. Almeida and Carty through its process of outreach, including extensive independent search efforts as well as consideration of candidates recommended by shareholders, consistent with the Committees past practice. Elliott Management ( Elliott ) worked collaboratively with EMC to identify and review candidates. After thorough evaluation of candidate qualifications in light of the EMC Boards criteria, the Committee recommended the appointment of Messrs. Almeida and Carty to the EMC Board.
In connection with the EMC Boards decision to add the two new board members, Elliott has agreed to certain limited standstill and voting provisions through September 2015, including voting in favor of the Companys proposed slate of directors at EMCs 2015 Annual Meeting of Shareholders.
A copy of the press release announcing the election of Messrs. Almeida and Carty to the EMC Board of Directors is attached hereto as Exhibit 99.1.
The information in the Exhibit attached to this Form 8-K shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934 (the Exchange Act ) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1����Press release from EMC Corporation dated January 12, 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
������������
EMC CORPORATION | |
By: | /s/ Paul T. Dacier |
Paul T. Dacier | |
Executive Vice President and General Counsel | |
����������������
Date:����January 12, 2015
EXHIBIT INDEX
Exhibit No. | Description |
99.1 | Press release from EMC Corporation dated January 12, 2015 |
Exhibit 99.1
Contact: | Dave Farmer |
508-293-7206
EMC Expands Board of Directors with Appointment of
Jos� E. Almeida and Donald J. Carty
HOPKINTON, Mass, -- January 12, 2015 -- EMC Corporation (NYSE: EMC) today announced the appointment of Jos� (Joe) E. Almeida and Donald J. Carty to the EMC Board of Directors, effective immediately. With these additions, the EMC Board has been expanded to 13 directors. Mr. Almeida is currently Chairman, President and Chief Executive Officer of Covidien plc. Mr. Carty is the retired Chairman and Chief Executive Officer of AMR Corporation and American Airlines, and retired Vice Chairman and Chief Financial Officer of Dell, Inc.
Joe Tucci, EMC Chairman and Chief Executive Officer, said, Joe Almeida and Don Carty are two highly experienced leaders of major global corporations who will bring added depth and insights to our Board of Directors. We are delighted to welcome both Joe and Don to the Board.
EMCs Corporate Governance and Nominating Committee identified Messrs. Almeida and Carty through its process of outreach, including extensive independent search efforts as well as consideration of candidates recommended by shareholders, consistent with the Committees past practice. Elliott Management worked collaboratively with EMC to identify and review candidates. After thorough evaluation of candidate qualifications in light of the EMC Boards criteria, the Committee recommended the appointment of Messrs. Almeida and Carty to the EMC Board.
Jesse Cohn, portfolio manager at Elliott Management, stated, Both Joe and Don are strong and experienced executives, and we believe they will bring invaluable perspectives to the Boards ongoing review of EMCs strategic direction.
In connection with the EMC Boards decision to add the two new board members, Elliott has agreed to certain limited standstill and voting provisions through September 2015, including voting in favor of the Companys proposed slate of directors at EMCs 2015 Annual Meeting of Shareholders.
Mr. Almeida, 52, has served as Chairman of Covidien plc since 2012 and as President, Chief Executive Officer and a Director since July 2011. He currently serves on the Board of Directors of State Street Corporation. A native of Brazil, Mr. Almeida attended Escola de Engenharia Maua in S�o Paulo.
Mr. Carty, 68, served as Chairman and CEO of AMR Corporation from 1998 to 2003. He currently serves as Chairman of Virgin America Airlines, Inc. and is a director of Canadian National Railway Company and Talisman Energy Inc. Born in Toronto, Ontario, Mr. Carty attended Queens University and Harvard Business School.
About EMC
EMC Corporation is a global leader in enabling businesses and service providers to transform their operations and deliver IT as a service. Fundamental to this transformation is cloud computing. Through innovative products and services, EMC accelerates the journey to cloud computing, helping IT departments to store, manage, protect and analyze their most valuable asset -- information -- in a more agile, trusted and cost-efficient way. Additional information about EMC can be found at www.EMC.com.
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EMC is a registered trademark of EMC Corporation in the United States and other countries. All other trademarks used are the property of their respective owners.
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