Item 2.02. Results of Operations and Financial Condition.
On
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.
OnNovember 19, 2019 , Pure's Board of Directors (the "Board") approved the appointment ofKevan Krysler , age 48, to become Pure's Chief Financial Officer, effective on or beforeDecember 9, 2019 .Mr. Krysler currently serves as Senior Vice President of Finance, and Chief Accounting Officer of VMware, Inc., a provider of information infrastructure technology and solutions. Prior to joining VMware inAugust 2013 ,Mr. Krysler was a partner withKPMG , a multinational accounting organization, where he served both multi-national and emerging software and technology companies. In connection with his appointment, Pure entered into an agreement withMr. Krysler describing the terms of his employment (the "Employment Agreement"). Under the Employment Agreement,Mr. Krysler will receive an initial annual base salary of$450,000 . In addition,Mr. Krysler will be eligible for an annual performance-based cash bonus, with a target amount equal to 80% of his base salary, based on performance measures set and being satisfied, as determined by the Compensation Committee of the Board. In addition,Mr. Krysler will receive a one-time signing bonus of$1,000,000 ; provided that ifMr. Krysler's employment is terminated for any reason other than a layoff within the first 12 months of service, such amount must be repaid at a prorated rate based on months of service prior to his termination date. Pursuant to the Employment Agreement and our 2015 Equity Incentive Plan, Pure will grantMr. Krysler a restricted stock unit award to acquire a number of shares of Pure's Class A common stock equal to$8,000,000 divided by the prior 30-calendar day average of the closing price of Pure's Class A common stock, ending on the day prior to the date on which the grant is made and rounded down to the nearest whole share (the "RSU Award"), which will vest and settle as to 25% of the RSU Award inDecember 2020 , with the remaining RSU Award to vest in equal quarterly installments over the subsequent 12 quarters, subject toMr. Krysler's continuous service.Mr. Krysler will be eligible to participate in Pure's Change in Control Severance Benefit Plan, which was filed as Exhibit 10.13 to Pure's Annual Report on Form 10-K (File No. 001-37570) filed with theSecurities and Exchange Commission onMarch 26, 2019 (the "Annual Report"). The foregoing description is qualified in its entirety by reference to the Employment Agreement, which will be filed as an exhibit to Pure's Quarterly Report on Form 10-Q for the period endingOctober 31, 2019 . Except for his Employment Agreement, there is no arrangement or understanding betweenMr. Krysler and any other person pursuant to whichMr. Krysler was selected as an officer.Mr. Krysler is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with his appointment,Mr. Krysler will execute Pure's standard form of indemnity agreement for officers, which was filed as Exhibit 10.9 to the Annual Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
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Exhibit No. Description 99.1 Press Release entitled "Pure Storage Announces Third Quarter Fiscal 2020 Financial Results"
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