Amended Vote Results for 2015 Annual Meeting



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
 
FORM 8-K/A
 
 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 30, 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 5.07 Submission of Matters to a Vote of Security Holders.

(a)  On May 1, 2015, EMC Corporation (“EMC”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing the results of EMC’s Annual Meeting of Shareholders which was held on April 30, 2015 (the “Meeting”).  The numbers reported in the Original 8-K were prepared by EMC’s Inspector of Elections (“Inspector”) at the Meeting.  On May 7, 2015, the Inspector notified us of an error in his original calculation of the votes and provided EMC with corrected numbers reflected below. The corrected numbers include approximately 213,000 additional shares. While the specific numbers of votes have changed, none of the changes affected the results of the matters voted upon.

(b)    There was no solicitation in opposition to management’s nominees as listed in EMC’s proxy statement, and all such nominees were elected directors for a one-year term. The shareholders ratified the selection by the Audit Committee of PricewaterhouseCoopers LLP as EMC’s independent auditors for the fiscal year ending December 31, 2015, provided advisory approval of EMC’s executive compensation, approved the EMC Corporation Amended and Restated 2003 Stock Plan and rejected a shareholder proposal relating to an independent board chairman. The results of the votes for each of these proposals were as follows:

1.
Election of Directors:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
José E. Almeida
1,438,349,705
 
21,554,552
 
14,777,492
 
211,463,749
Michael W. Brown
1,433,441,733
 
26,381,971
 
14,858,045
 
211,463,749
Donald J. Carty
1,424,811,762
 
35,156,811
 
14,713,176
 
211,463,749
Randolph L. Cowen
1,435,529,728
 
24,390,203
 
14,761,818
 
211,463,749
James S. DiStasio
1,429,287,773
 
30,487,523
 
14,906,453
 
211,463,749
John R. Egan
1,385,579,326
 
70,251,751
 
18,850,672
 
211,463,749
William D. Green
1,436,151,381
 
23,748,377
 
14,781,991
 
211,463,749
Edmund F. Kelly
1,446,243,445
 
13,544,877
 
14,893,427
 
211,463,749
Jami Miscik
1,419,408,182
 
36,479,604
 
18,793,963
 
211,463,749
Paul Sagan
1,417,040,892
 
43,034,663
 
14,606,194
 
211,463,749
David N. Strohm
1,412,802,820
 
47,042,051
 
14,836,878
 
211,463,749
Joseph M. Tucci
1,347,757,400
 
103,891,350
 
23,032,999
 
211,463,749

2.
Ratification of the selection by the Audit Committee of PricewaterhouseCoopers LLP as EMC’s independent auditors for the fiscal year ending December 31, 2015:
For:
1,636,611,118
Against:
36,895,899
Abstain:
12,638,481
Broker Non-Votes:
0

3.
Advisory approval of EMC's executive compensation:
For:
1,343,579,946
Against:
109,811,792
Abstain:
21,290,011
Broker Non-Votes:
211,463,749




4.
Approval of the EMC Corporation Amended and Restated 2003 Stock Plan:
For:
1,335,194,768
Against:
126,332,218
Abstain:
13,154,763
Broker Non-Votes:
211,463,749


5.
Approval of a shareholder proposal relating to an independent board chairman:
For:
611,736,922
Against:
843,851,771
Abstain:
19,093,056
Broker Non-Votes:
211,463,749






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:    May 8, 2015