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. )
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| ¨ | 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 | ||||||||||
Pure Storage, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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| ¨ | 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 | |||||||
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)
