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    SEC Form DEFA14A filed by Pure Storage Inc.

    6/2/25 7:08:36 AM ET
    $PSTG
    Electronic Components
    Technology
    Get the next $PSTG alert in real time by email
    DEFA14A 1 pure-2025supplementtothepr.htm DEFA14A Document

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    SCHEDULE 14A
    Proxy Statement Pursuant to Section 14(a) of the
    Securities Exchange Act of 1934 (Amendment No. )
    þFiled by the Registrant¨Filed by a Party other than the Registrant
    CHECK THE APPROPRIATE BOX:
    ¨
    Preliminary Proxy Statement
    ¨
    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
    ¨
    Definitive Proxy Statement
    þ
    Definitive Additional Materials
    ¨
    Soliciting Material Pursuant to §240.14a-12
    image2a11a.jpg
    Pure Storage, Inc.
    (Name of Registrant as Specified in its Charter)
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
    PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
    PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
    þNo fee required
    ¨Fee paid previously with preliminary materials
    ¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



















    imagea.jpg

    2555 Augustine Dr.
    Santa Clara, California 95054
    June 2, 2025

    SUPPLEMENT TO THE PROXY STATEMENT FOR
    2025 ANNUAL MEETING OF STOCKHOLDERS



    Dear Stockholders:
    On or about May 2, 2025, Pure Storage, Inc. (Pure Storage) made available a proxy statement to its stockholders describing the matters to be voted on at Pure Storage’s 2025 Annual Meeting of Stockholders. We are writing to encourage you to vote FOR on Proposal 3 to approve, on a non-binding advisory basis, the compensation of Pure Storage’s named executive officers (the 2025 Say-on-Pay Proposal) and to vote FOR the reelection of Pure Storage’s directors.

    Recently, Institutional Shareholder Services (ISS) recommended voting AGAINST the 2025 Say-on-Pay Proposal and, based on that, also AGAINST the election of Pure Storage’s directors. The primary objection appears to be that we are viewed as showing “limited responsiveness to last year's failed say-on-pay vote” due to the committee failing to provide additional commitments or reasonable assurances regarding compensation decisions in the future.

    Our compensation committee believes its engagement and response to the 2024 say-on-pay vote results was robust and appropriate. We strive to honor and believe that we have demonstrated our commitment to pay for performance over the years, including as reflected again in the fiscal 2025 executive compensation program. Consistent with our disclosures and the history of the compensation program at Pure Storage, we acknowledge and affirm that in-flight award modifications and special equity awards akin to the 5-Year PSU program are exceptional and not regularly recurring compensation decisions. Specific commitments to restrict or control future compensation decisions, without the benefit of understanding the context and circumstances surrounding such future decisions, may not be appropriate.

    We urge stockholders to vote “FOR” the 2025 Say-on-Pay Proposal and the FOR the reelection of the directors for the reasons set forth herein.

    Compensation and Talent Committee

    ANDREW BROWN (chair)









    a2025supplementalproxymated.jpg


    a2025supplementalproxymatee.jpg











    a2025supplementalproxymatef.jpg


    a2025supplementalproxymateg.jpg





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