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In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-
Frank Wall Street Reform and Consumer Protection Act) and the related rules of the Securities and Exchange
Commission, our Board of Directors will request your advisory vote on the following resolution at the Annual
Meeting:
RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy
Statement pursuant to the Securities and Exchange Commission's executive compensation disclosure
rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables
and the narrative discussion that accompanies the compensation tables), is hereby approved.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the shares of our common stock represented in person or by proxy at
the Annual Meeting and entitled to vote on the proposal is required to approve, on a non-binding, advisory basis,
the compensation of our named executive officers.
This proposal on the compensation paid to our named executive officers is advisory only and will not be
binding on the company or our Board of Directors, and will not be construed as overruling a decision by the
company or our Board of Directors or creating or implying any additional fiduciary duty for the company or our
Board of Directors. However, the Compensation Committee, which is responsible for designing and
administering our executive compensation program, values the opinions expressed by stockholders in their vote
on this proposal and will consider the outcome of the vote when making future compensation decisions for
named executive officers. Stockholders will be given an opportunity to cast an advisory vote on this topic
annually, with the next opportunity occurring in connection with our 2014 Annual Meeting of Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
PROPOSAL 2 TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS
DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE SECURITIES AND EXCHANGE
COMMISSION'S EXECUTIVE COMPENSATION DISCLOSURE RULES.
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information with respect to our equity compensation plans as of June 28, 2013,
which plans were as follows: Non-Employee Directors Stock-for-Fees Plan, 2004 Performance Incentive Plan,
Employee Stock Option Plan and 2005 Employee Stock Purchase Plan. These plans have each been approved by
our stockholders. Following expiration of the Employee Stock Option Plan on November 10, 2004 and approval
of the 2004 Performance Incentive Plan by our stockholders on November 18, 2004, no new awards are
permitted under the Employee Stock Option Plan. The Non-Employee Directors Stock-for-Fees Plan expired on
December 31, 2012 and no new awards are permitted under that plan.
The following table does not present information regarding equity awards that were assumed by us in
connection with the HGST acquisition. As of June 28, 2013, an additional 1,452,831 shares of our common stock
were subject to assumed HGST stock options (at a weighted average exercise price of $8.5209 per share), and an
additional 8,227 shares of our common stock were subject to assumed HGST RSUs.
(a)
(b)
(c)
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a))
Equity compensation plans approved
by security holders . . . . . . . . . . . . . .
14,433,382(1)(2)
$32.3816(3)
20,526,483(4)
Equity compensation plans not
approved by security holders . . . . . .
--
--
--
Total . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,433,382
$32.3816
20,526,483
66