Item 2.02 Results of Operations and Financial Condition.
On March 2, 2022, Pure Storage, Inc. ("Pure") issued a press release and will
hold a conference call regarding its financial results for the quarter
ended February 6, 2022. A copy of the press release is furnished as Exhibit 99.1
to this Form 8-K.
This information, including the exhibit(s) hereto, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Pure is making reference to non-GAAP financial information in the press release
and the conference call. A reconciliation of these non-GAAP financial measures
to the comparable GAAP financial measures is contained in the attached press
release. These non-GAAP financial measures are reported in addition to, and not
as a substitute for, or superior to, financial measures calculated in accordance
with GAAP.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 1, 2022, Pure Storage, Inc. ("Pure") announced that Mona Chu will
become Vice President and Chief Accounting Officer of Pure on or before March
14, 2022. Ms. Chu will assume the roles and responsibilities as Pure's principal
accounting officer from Kevan Krysler, who will continue to serve as Pure's
Chief Financial Officer.
Ms. Chu previously served as Pure's Vice President and Corporate Controller from
January 2015 to December 2021. She provided services to Pure in a consultancy
capacity from January 2022 to March 2022, in addition to serving as the Chief
Accounting Officer at Impossible Foods Inc. during the same time period.
Previously, Ms. Chu held senior accounting positions at Box, Inc. from 2013 to
2015 and at Google, Inc. from 2002 to 2013.
Pursuant to Ms. Chu's offer letter ("Offer Letter"), Ms. Chu will receive an
annual base salary of $350,000. In addition, Ms. Chu is eligible for an annual
performance-based cash bonus, with a target amount equal to 60% of her base
salary, based on performance measures set and being satisfied, as determined by
the Compensation Committee of Pure's Board of Directors (the "Board"). In
addition, Ms. Chu will receive a one-time signing bonus of $565,000 ("Signing
Bonus"). If Ms. Chu's employment is terminated for any reason other than a
layoff within the first 12 months of service, the net after tax amount of the
Signing Bonus must be repaid in full. If Ms. Chu's employment is terminated for
any reason other than a layoff after 12 months but before the completion of 24
months of continuous service, the net after tax amount of the Signing Bonus must
be repaid at a prorated rate where Ms. Chu's repayment obligations are reduced
by 1/12th for each full month of service after 12 months. There will be no
repayment obligation after the completion of 24 months of services. Pursuant to
the Offer Letter and Pure's 2015 Equity Incentive Plan, upon the approval of the
Compensation Committee of the Board, Ms. Chu would be granted a restricted stock
unit award to acquire a number of shares of Pure's common stock equal to
$3,250,000 divided by the prior 30-calendar day average of the closing price of
Pure's common stock, ending on the 15th of the month in which the grant is made,
rounded down to the nearest whole share (the "RSU Award"). The RSU Award will
vest quarterly over four years at a rate of 1/16th per quarter, subject to Ms.
Chu's continuous service.
Ms. Chu will be eligible to participate in Pure's Change in Control Severance
Benefit Plan ("Severance Plan") at the Vice President level. The Severance Plan
was filed as Exhibit 10.12 to Pure's Annual Report on Form 10-K (File No.
001-37570) filed with the Securities and Exchange Commission on March 25, 2021
("2021 Annual Report"). The foregoing description is qualified in its entirety
by reference to the Offer Letter, which will be filed as an exhibit to Pure's
Annual Report on Form 10-K for the period ending February 6, 2022. Except for
the Offer Letter, there is no arrangement or understanding between Ms. Chu and
any other person pursuant to which Ms. Chu was selected as an officer. Ms. Chu
is not a party to any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K. In connection with her appointment, Ms. Chu will
execute Pure's standard form of indemnity agreement for officers, which was
filed as Exhibit 10.8 to the 2021 Annual Report.
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Item 8.01 Other Events.
Pure's board of directors has authorized incremental share repurchases of up to
an additional $250 million under its stock repurchase program. The authorization
allows Pure to repurchase shares of its Class A common stock opportunistically
and will be funded from available working capital. Repurchases may be made at
management's discretion from time to time on the open market through privately
negotiated transactions, transactions structured through investment banking
institutions, block purchase techniques, 10b5-1 trading plans, or a combination
of the foregoing. The repurchase program does not have an expiration date, does
not obligate Pure to acquire any of its common stock, and may be suspended or
discontinued by the company at any time without prior notice.
Cautions Concerning Forward-Looking Statements
This report contains "forward-looking statements," as defined in the Private
Securities Litigation Reform Act of 1995, related to the share repurchase and
the factors that will impact the amount and timing of purchases, if any,
thereunder. The reader is cautioned not to rely on these forward-looking
statements. These statements are based on current expectations of future events.
If underlying assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially from the
expectations and projections of the company. Risks and uncertainties include,
but are not limited to, those described under the sections titled "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Pure's Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on December 7, 2021, and Pure's subsequent filings with
the Securities and Exchange Commission. Copies of these filings are available
online at www.sec.gov, investors.purestorage.com or on request from the company.
Pure does not undertake to update any forward-looking statements as a result of
new information or future events or developments.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
Exhibit No. Description
99.1 Press Release entitled "Pure Storage Announces Fourth Quarter and Full
Year Fiscal 202 2 Financial Results"
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