0000790070-12-000136.txt : 20120906 0000790070-12-000136.hdr.sgml : 20120906 20120906172638 ACCESSION NUMBER: 0000790070-12-000136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120905 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120906 DATE AS OF CHANGE: 20120906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09853 FILM NUMBER: 121077671 BUSINESS ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5082937208 MAIL ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 8-K 1 a8-kforsept2012.htm FORM 8-K 8-K for Sept 2012

UNITED 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): September 5, 2012
________________________
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 are 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.

On September 5, 2012, the Leadership and Compensation Committee of the Board of Directors (the “Committee”) of EMC Corporation (“EMC”) approved the grant of performance restricted stock units with an economic value of $8 million to Joseph M. Tucci, EMC's Chairman and Chief Executive Officer. The performance restricted stock units will vest only in the event that certain performance targets, including targets relating to total shareholder return, revenue and other metrics, approved by the Committee have been met for the calendar years 2013 and 2014. The Committee expects to determine whether the performance targets have been met, in full or in part, in February 2015. If such targets are met, the performance restricted stock units will vest in February 2015. EMC will provide more information about the performance targets in its Proxy Statement for the 2013 Annual Meeting of Shareholders.
 
On September 5, 2012, EMC entered into an amendment to the employment arrangement with Mr. Tucci. Under the arrangement, Mr. Tucci will remain at EMC through at least February 2015. The Board anticipates that at some time prior to such date, Mr. Tucci will fully transfer his role as CEO to a successor and become solely Chairman of EMC and Chairman of VMware, Inc.

The foregoing description is qualified in all respects by reference to the amendment to the employment arrangement, which is attached as Exhibit 99.1 hereto and incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1
Amendment No. 5 to Employment Arrangement with Joseph M. Tucci





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:    September 6, 2012





EXHIBIT INDEX

Exhibit No.
Description
99.1
Amendment No. 5 to Employment Arrangement with Joseph M. Tucci





 EX-99.1 2 exhibit991-amendmentno5.htm AMENDMENT NO. 5 TO EMPLOYMENT ARRANGEMENT WITH JOSEPH M. TUCCI Exhibit 99.1 - Amendment No 5
Exhibit 99.1

AMENDMENT NUMBER FIVE TO EMPLOYMENT LETTER

This amendment (the “Amendment”) to the Employment Letter (the “Employment Letter”) entered into as of November 28, 2007 and amended as of December 4, 2008, May 7, 2009, October 30, 2009 and January 20, 2012 between EMC Corporation (“EMC”) and Joseph M. Tucci (the “Executive”), is made as of September 5, 2012.

WHEREAS, EMC and the Executive desire to extend the Executive's service through at least February 2015.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.
All references to December 31, 2013 are hereby amended and restated in their entirety to reference February 28, 2015.

2.
This Amendment shall be effective as of the date hereof.
  
3.
This Amendment may be executed in counterparts, each of which shall be an original and all of which shall constitute the same document.

4.
Except as modified by this Amendment, the Employment Letter is hereby confirmed in all respects.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date and the year set forth above.

EMC CORPORATION


/s/ David N. Strohm                    
David N. Strohm
Lead Director

EXECUTIVE


/s/ Joseph M. Tucci                    
Joseph M. Tucci