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PROPOSAL 1
ELECTION OF DIRECTORS
Our Board of Directors currently consists of twelve directors. Each director serves a one-year term and is
subject to re-election at each annual meeting of stockholders. Upon the recommendation of the Governance
Committee, our Board of Directors has nominated all twelve of our current directors for re-election to the Board
of Directors to serve until the next annual meeting of stockholders and until their successors are elected and
qualified. In a Current Report on Form 8-K, filed with the Securities and Exchange Commission on
September 10, 2012, we announced that Mr. Coyne has decided to retire as our Chief Executive Officer and one
of our directors on January 2, 2013. Mr. Coyne will stand for re-election to the Board of Directors at the Annual
Meeting of Stockholders to be held on November 8, 2012. Following Mr. Coyne's retirement, Stephen D.
Milligan, our President, will succeed Mr. Coyne as Chief Executive Officer and will be appointed to the Board of
Directors.
Nominees for Election
Our nominees for election to our Board of Directors at the Annual Meeting include eleven independent
directors, as defined by the applicable listing standards of The NASDAQ Stock Market LLC (the "NASDAQ
Stock Market"), and one current member of our senior management. Each of the nominees is currently a member
of our Board of Directors and has consented to serve as a director if elected.
Messrs. Oka and Yamamura, who were appointed to the Board of Directors on May 17, 2012, were
recommended to the Governance Committee and designated by Hitachi, Ltd. ("Hitachi"), one of our
stockholders, to serve as members of our Board of Directors pursuant to an Investor Rights Agreement, dated
March 8, 2012, between us and Hitachi (the "Investor Rights Agreement"), which was entered into in connection
with our acquisition of Viviti Technologies, Ltd., formerly known as Hitachi Global Storage Technologies
("HGST"), a subsidiary of Hitachi. Messrs. Oka and Yamamura are referred to in this Proxy Statement as the
"Hitachi Designated Directors." Additional information concerning the terms of the Investor Rights Agreement
and Hitachi's right to designate two directors to our Board of Directors is available below in the "Transactions
With Related Persons" section under the heading "Agreements with Hitachi, Ltd."
If you submit a proxy or voting instruction form but do not give specific instructions with respect to the
election of directors, your shares will be voted "FOR" each of the twelve nominees named in this Proxy
Statement. If you wish to give specific instructions with respect to the election of directors, you may do so by
indicating your instructions on your proxy or voting instructions and submitting your proxy or voting instructions
as described herein. In the event that, before the Annual Meeting, any of the nominees for director should
become unable to serve if elected, the persons named as proxies may vote for a substitute nominee designated by
our existing Board of Directors to fill the vacancy or for the balance of the nominees, leaving a vacancy, unless
our Board of Directors chooses to reduce the number of directors serving on the Board of Directors. Our Board
of Directors has no reason to believe that any of its director nominees for election at the Annual Meeting will be
unwilling or unable to serve if elected as a director.
In recommending director nominees for selection to the Board, the Governance Committee considers a
number of factors, which are described in more detail below under "Director Candidates." In considering these
factors, the Governance Committee and the Board consider the fit of each individual's experience, qualifications,
attributes and skills with those of our other directors, to build a board of directors that, as a whole, is effective,
collegial and responsive to the company and our stockholders.
The following biographical information for each of the twelve nominees includes information about the
director's age, his or her principal occupations and employment during at least the last five years, the names of
other publicly-held companies of which he or she currently serves as a director or has served as a director during
the past five years, and the specific experience, qualifications, attributes or skills that led our Board of Directors
to conclude that the individual should serve as a director. We value their numerous years of service to the
company and their business experience and acumen.
Kathleen A. Cote, 63, has been a director since January 2001. She was the Chief Executive Officer of
Worldport Communications, Inc., a European provider of Internet managed services, from May 2001 to
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