SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
EMCs Annual Meeting of Shareholders was held on May 6, 2009. There was no solicitation in opposition to managements nominees as listed in EMCs proxy statement, and all such nominees were elected directors for aone-year term. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
EMCs Annual Meeting of Shareholders was held on May 6, 2009. There was no solicitation in opposition to managements nominees as listed in EMCs proxy statement, and all such nominees were elected directors for aone-year term. The shareholders ratified the selection by the Audit Committee of PricewaterhouseCoopers LLP as EMCs independent auditors for the fiscal year ending December 31, 2009, approved an amendment to the EMC Corporation Amendedand Restated 1989 Employee Stock Purchase Plan to increase by 30 million the number of shares available for grant under such plan, approved an amendment to EMCs Bylaws to reduce the percentage of shares required for shareholders to call aspecial meeting of shareholders and rejected a shareholder proposal relating to an advisory vote on executive compensation. The results of the votes for each of these proposals were as follows:
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| 1. | Election of Directors: |
| FOR | AGAINST | ABSTAIN | ||||
| Michael W. Brown | 1,693,144,574 | 33,724,964 | 5,311,893 | |||
| Randolph L. Cowen | 1,692,630,922 | 34,123,252 | 5,427,257 | |||
| Michael J. Cronin | 1,696,777,442 | 30,102,599 | 5,301,390 | |||
| Gail Deegan | 1,705,087,278 | 21,819,926 | 5,274,226 | |||
| John R. Egan | 1,691,829,068 | 35,556,904 | 4,795,459 | |||
| W. Paul Fitzgerald | 1,697,339,106 | 29,805,183 | 5,037,142 | |||
| Edmund F. Kelly | 1,705,291,376 | 21,426,564 | 5,463,491 | |||
| Windle B. Priem | 1,691,099,996 | 35,620,516 | 5,460,619 | |||
| Paul Sagan | 1,705,562,500 | 21,123,410 | 5,495,521 | |||
| David N. Strohm | 1,691,510,362 | 35,153,620 | 5,517,449 | |||
| Joseph M. Tucci | 1,685,141,066 | 42,444,488 | 4,595,877 |
| 2. | Ratification of the selection by the Audit Committee of PricewaterhouseCoopers LLP as EMCs independent auditors for the fiscal year ending December 31, 2009: |
| For: | 1,711,680,650 | |
| Against: | 17,449,227 | |
| Abstain: | 3,051,554 | |
| Broker Non-Vote: | 0 |
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For: Against: Abstain: Broker Non-Vote: 3. Approval of an amendment to the EMC Corporation Amended and Restated 1989 Employee Stock Purchase Plan to increase by 30 million the number of shares of Common Stock availablefor grant under such plan: 1,336,640,447 28,845,818 2,130,656 364,564,510 4. Approval of an amendment to EMCs Bylaws to reduce the percentage of shares required for shareholders to call a special meeting of shareholders:
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| For: | 1,694,213,135 | |
| Against: | 34,734,911 | |
| Abstain: | 3,233,385 | |
| Broker Non-Vote: | 0 |
| 5. | Approval of a shareholder proposal relating to an advisory vote on executive compensation: |
| For: | 641,170,005 | |
| Against: | 654,300,427 | |
| Abstain: | 72,142,811 | |
| Broker Non-Vote: | 364,568,188 |
KEYWORDS:Board Elections,Classified Boards,Executive Compensation,Say on Pay,Calling Extraordinary Meetings, User login |