The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for notices and proxy materials with respect to two or more stockholders sharing the same address by delivering a single Notice or set of proxy materials addressed to those stockholders. In accordance with a prior notice sent to certain brokers, banks, dealers or other agents, we are sending only one Notice or full set of proxy materials to those addresses with multiple stockholders unless we received contrary instructions from any stockholder at that address. This practice, known as “householding,” allows us to satisfy the requirements for delivering Notices or proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of these documents. Householding helps to reduce our printing and postage costs, reduces the amount of mail you receive and helps to preserve the environment. If you currently receive multiple copies of the Notice or proxy materials at your address and would like to request “householding” of your communications, please contact your broker. Once you have elected “householding” of your communications, “householding” will continue until you are notified otherwise or until you revoke your ~~consent.~~


		7.		~~Pure Storage \| 2017 Proxy Statement~~

~~Proposal 1~~

~~Election Of Directors~~

Our board of directors consists of eight members. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election. Our directors are divided into the three classes as follows:

•

~~Class~~ ~~II directors~~~~: Messrs. Garrett, Slootman and Speiser, whose terms will expire at the upcoming meeting;~~

•

~~Class~~ ~~III directors~~~~: Dr. Sands and Messrs. Bhusri and Volpi, whose terms will expire at the annual meeting of stockholders to be held in 2018; and~~

•

~~Class~~ ~~I directors~~~~: Mr. Colgrove and Dr. Dietzen, whose terms will expire at the meeting of stockholders to be held in 2019.~~

~~Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third~~ ~~of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent~~consent by notifying your broker. To make a change regarding the format of ~~our management~~your proxy materials (electronically or ~~a change~~ in ~~control of Pure Storage.~~

~~Messrs. Garrett, Slootman and Speiser, are currently directors of Pure Storage and have been nominated~~print), or to serve as Class II directors. Each of these nominees has agreed to stand for reelection at the meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2020 and until his successor has been duly elected, or if sooner, until the director’s death, resignation or removal.

~~Vote Required~~

Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the twonominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead will be voted for the electionrequest receipt of a ~~substitute nominee proposed~~separate set of documents to a household, contact us through our website at investor.purestorage.com, or by ~~us.~~

~~Nominees~~

Our nominating and corporate governance committee seeks to assemble a board of directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct our business. To that end, the committee has identified and evaluated nominees in the broader context of our board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities deemed critical to effective functioning of our board of directors. Each of the nominees listed below is currently a director and was elected or appointed to our board of directors prior to our initial public offering.

mail at 650 Castro Street, Mountain View, California 94041

~~Our board of directors recommends a vote~~~~FOR~~ ~~each Class II director nominee above.~~


~~Pure Storage \| 2017 Proxy Statement~~		8.

The following table sets forth, for the Class II nominees and our other directors who will continue in office after the meeting, their ages and position/office held with us as of the date of this proxy statement:

~~Name~~

~~Age~~

~~Position/Office Held With Pure Storage~~

~~Class II directors for election at the 2017 Annual Meeting of Stockholders~~

~~Mike Speiser~~

~~Co-Chairman~~

~~Mark Garrett(1)~~

~~Director~~

~~Frank Slootman (2)~~

~~Director~~

~~Class III directors whose terms expire at the 2018 Annual Meeting of Stockholders~~

~~Aneel Bhusri(2)~~

~~Director~~

~~Anita Sands(1)(3)~~

~~Director~~

~~Michelangelo Volpi(1)(3)~~

~~Director~~

~~Class I directors whose terms expire at the 2019 Annual Meeting of Stockholders~~

~~Scott Dietzen~~

~~Chief Executive Officer and Director~~

~~John “Coz” Colgrove~~

~~Founder, Chief Technology Officer andCo-Chairman~~

~~(1)~~

~~Member of the audit committee.~~

~~(2)~~

~~Member of the compensation committee.~~

~~(3)~~

~~Member of the nominating and corporate governance committee.~~

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the meeting. This includes information regarding each director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

~~Nominees for Election Until the 2020 Annual Meeting of Stockholders~~

~~Mike Speiser~~~~has served on our board of directors since October 2009 and asCo-Chairman~~ of our board of directors since May 2014. Since 2008, Mr. Speiser has served as a Managing Director at Sutter Hill Ventures, a venture capital firm. From 2007 to 2008, Mr. Speiser served as Vice President of Community Products at Yahoo! Inc. From 2006 to 2007, Mr. Speiser served as President and Chief Executive Officer of Bix, Inc., an internet company that Mr. Speiser founded. From 2005 to 2006, Mr. Speiser served as a technical advisor to Symantec. From 2001 to 2005, Mr. Speiser served as Vice President of Product Management and Product Marketing at Veritas Software. Mr. Speiser earned a B.A. in Political Science from the University of Arizona and an M.B.A. from Harvard Business School. Mr. Speiser’s qualifications for board service include his early and active involvement with Pure Storage and his extensive leadership and operational experience, as well as his perspective as a venture investor.

~~Mark Garrett~~ has served on our board of directors since July 2015. Since 2007, Mr. Garrett has served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a producer of creative and digital marketing software. From 2004 to 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, an information technology company. From 2002 to 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including throughout its acquisition by EMC in December 2003. Mr. Garrett served on the boards of directors of Model N, Inc. from 2008 to 2016 and Informatica Corporation from 2008 to 2015. Mr. Garrett earned a B.S. in accounting and marketing


		9.		~~Pure Storage \| 2017 Proxy Statement~~

from Boston University and an M.B.A. from Marist College. Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.

~~Frank Slootman~~has served on our board of directors since May 2014. Since October 2016, Mr. Slootman has served as the Chairman of ServiceNow, Inc., an enterprise IT cloud company. From May 2011 to April 2017, Mr. Slootman served as President and Chief Executive Officer and as a member of the board of directors of ServiceNow. From January 2011 to April 2011, Mr. Slootman served as a Partner with Greylock Partners, a venture capital firm. From 2011 to 2012, Mr. Slootman served as an advisor to EMC Corporation. From 2009 to 2011, Mr. Slootman served as President of the Backup Recovery Systems Division at EMC. From 2003 to 2009, Mr. Slootman served as President and Chief Executive Officer of Data Domain Corporation, an information technology company, which was acquired by EMC in 2009. Mr. Slootman served as a member of the board of directors of Imperva, Inc. from 2011 to 2016. Mr. Slootman earned undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. Mr. Slootman’s qualifications for board service include his extensive executive leadership and operational experience, as well as his relevant industry knowledge.

~~Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders~~

~~Aneel Bhusri~~has served on our board of directors since July 2010. Since 1999, Mr. Bhusri has served as a partner at Greylock Partners, a venture capital firm. Since 2005, Mr. Bhusri has served as a member of the board of directors of Workday, Inc., an enterprise cloud application provider that he~~co-founded,~~ as~~Co-Chief~~ Executive Officer from September 2009 to May 2014, as Chairman from January 2012 to May 2014, and as Chief Executive Officer from May 2014. From 1993 to 2004, Mr. Bhusri held a number of senior management positions with PeopleSoft, Inc., a human resource management systems company, including Senior Vice President, Product Strategy, Marketing and Business Development and from 1999 to 2002 and in 2004, as Vice Chairman of the Board of Directors of PeopleSoft. Mr. Bhusri currently serves on the board of directors of Intel Corporation. From 2002 to 2009, Mr. Bhusri was a member of the board of directors of Data Domain Corporation, where he held the position of Chairman from 2007 to 2009. Mr. Bhusri earned a B.S. in Electrical Engineering and a B.A. in Economics from Brown University and an M.B.A. from Stanford University. Mr. Bhusri currently serves on the board of directors of a number of privately held companies. Mr. Bhusri’s qualifications for board service include his extensive executive leadership and operational experience, including his service as an executive and director of multiple high growth technology companies.

~~Anita Sands~~ has served on our board of directors since July 2015. From April 2012 to September 2013, Dr. Sands served as Group Managing Director and Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm. From April 2010 to April 2012, Dr. Sands served as Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services. From October 2009 to April 2010, Dr. Sands served as Transformation Consultant at UBS Financial Services. From 2008 to 2009, Dr. Sands served as Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Prior to that, Dr. Sands also held several leadership positions with RBC Financial Group and CIBC. Dr. Sands currently serves on the board of directors of Symantec, and ServiceNow. Dr. Sands earned a B.S. in Physics and Applied Mathematics from The Queen’s University of Belfast, Northern Ireland, a Ph.D. in Atomic and Molecular Physics from The Queen’s University of Belfast, Northern Ireland and a M.S. in Public Policy and Management from Carnegie Mellon University. Dr. Sands’ qualifications for board service include her extensive leadership and operational experience at global financial services firms, as well as her service as a director of multiple large technology companies.


~~Pure Storage \| 2017 Proxy Statement~~		~~10.~~

~~Michelangelo Volpi~~has served on our board of directors since April 2014. Since July 2009, Mr. Volpi has served as a partner at Index Ventures, a venture capital firm. From 2007 to 2009, Mr. Volpi served as Chief Executive Officer for Joost Inc., an internet video services company. From 1994 to 2007, Mr. Volpi served in various executive roles at Cisco Systems, Inc., a technology company, including Chief Strategy Officer and Senior Vice President and General Manager, Routing and Service Provider Group. Mr. Volpi currently serves on the board of directors of Hortonworks, Inc., Exor S.p.A. and a number of privately held companies. Mr. Volpi served on the board of directors of Telefonaktiebolaget L.M. Ericsson from 2010 to 2013. Mr. Volpi earned a B.S. in Mechanical Engineering, an M.S. in Manufacturing Systems Engineering and an M.B.A. from Stanford University. Mr. Volpi’s qualifications for board service include his leadership experience, expertise as a venture capital investor and knowledge regarding the enterprise technology industry.

~~Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders~~

~~Scott Dietzen~~ has served as our Chief Executive Officer and as a member of our board of directors since October 2010. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as interim Senior Vice President of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as BEA Systems’ Chief Technology Officer. He had served as Vice President, Marketing at WebLogic, Inc., a provider of web application servers, which BEA Systems acquired in 1998. Dr. Dietzen previously served as Principal Technologist at Transarc Corporation, a filesystem software company, which was acquired by IBM. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University. Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies.

~~John “Coz” Colgrove~~ ~~has served as our Chief Technology Officer and as a member of our board of directors since founding Pure Storage in October 2009. Since May 2014, Mr. Colgrove has served asCo-Chairman~~ of our board of directors. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec Corporation, an information security firm. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 125 patents in the areas of computer system and data storage design. Mr. Colgrove’s qualifications for board service include his industry knowledge and his experience as a founder of Pure Storage, as well as his leadership experience and deep technical expertise.

~~Executive Officers~~

~~The following is biographical information for our executive officers not discussed above, as of the date of this proxy statement:~~


~~Name~~	~~Age~~	~~Position/Office Held With Pure Storage~~
~~David Hatfield~~	49	~~President~~
~~Timothy Riitters~~	44	~~Chief Financial Officer~~

~~David Hatfield~~ ~~has served as our President since January 2013. From March 2007 to January 2013, Mr. Hatfield served as Senior Vice President of Worldwide Sales, Marketing, Products and~~


		~~11.~~		~~Pure Storage \| 2017 Proxy Statement~~

Services and President of SaaS at Limelight Networks, Inc., a digital presence management software company, where he was responsible for establishing their customer operations and global channel. From 2006 to 2007, Mr. Hatfield served as Vice President-General Manager of Professional Services for the Americas at Symantec and as Symantec’s Vice President of Sales from 2005 to 2006. From 2003 to 2005, Mr. Hatfield served as Vice President of Sales at Veritas Software. Mr. Hatfield earned a B.S. in Political Science from Santa Clara University.

~~Timothy Riitters~~ has served as our Chief Financial Officer since August 2014. From January 2010 to August 2014, Mr. Riitters served as Senior Director of Corporate Finance at Google, Inc., an internet technology company, where he was responsible for overseeing their annual planning and budget process. From 2007 to 2010, Mr. Riitters served as Director, EMEA Financial Operations at Google, and from 2004 to 2007, as Finance Process Manager. From 2002 to 2004, Mr. Riitters served as a Senior Product Manager at Siebel Systems, Inc., a software company. Mr. Riitters previously worked at Deloitte & Touche LLP. Mr. Riitters is a certified public accountant (inactive) and earned a B.S. in Accounting from the University of Minnesota and an M.B.A. from Northwestern University.


~~Pure Storage \| 2017 Proxy Statement~~		~~12.~~

~~Proposal 2~~

~~Ratification of Selection of Independent~~

~~Registered Public Accounting Firm~~

Our board of directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2018 and has further directed that management submit this selection for ratification by the stockholders at the meeting. Deloitte & Touche has served as our independent registered public accounting firm for our four prior fiscal years. Representatives ofDeloitte & Touche are expected to be present during the meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Our board of directors is submitting this selection as a matter of good corporate governance and because we value our stockholders’ views on our independent registered public accounting firm. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of our independent registered public accounting firm. If the stockholders fail to ratify this selection, our board of directors will reconsider whether or not to retain that firm. Even if the selection is ratified, our board of directors may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of Pure Storage and its stockholders.

~~Vote Required~~

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to ratify the selection of Deloitte & Touche.

~~Principal Accountant Fees and Services~~

~~The following table provides the aggregate fees for services provided by Deloitte & Touche for the fiscal years ended January 31, 2016 and 2017.~~

   Fiscal Year Ended January 31,
   2016             2017
  Audit fees(1)
$ 2,886,679             $ 2,719,850
  Tax fees(2)
425,841             606,402
  All other fees
-             -
  Total fees
$ 3,312,520             $ 3,326,252

~~(1)~~

Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, including audited financial statements presented in our Annual Report on Form~~10-K,~~ review of the interim consolidated financial statements included in our quarterly reports and services normally provided in connection with regulatory filings. Fees for our fiscal year ended January 31, 2016 also consisted of professional services rendered in connection with our Registration Statement on Form~~S-1~~ ~~related to the initial public offering of our Class A common stock completed in October 2015.~~

~~(2)~~

~~Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance.~~

~~Our board of directors recommends a vote~~~~FOR~~ ~~the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2018.~~


		~~13.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Pre-Approval~~ ~~Policies and Procedures~~

Consistent with the requirements of the SEC and the Public Company Accounting Oversight Board, regarding auditor independence, the audit committee has responsibility for appointing, setting compensation, and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the audit committee has adopted a policy and procedures for the~~pre-approval~~ ~~of audit andnon-audit~~ ~~services rendered by our independent registered public accounting firm, Deloitte & Touche. The policy generallypre-approves~~ ~~specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval~~ ~~may also be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit,case-by-case~~ ~~basis before the independent auditor is engaged to provide each service. Thepre-approval~~ ~~of services may be delegated to one or more of the audit committee’s members, but the decision must be reported to the full audit committee at its next scheduled meeting.~~

~~All of the services provided by Deloitte & Touche for our fiscal years ended January 31, 2016 and 2017, described in the Principal Accountant Fees and Services table above werepre-approved~~ by the audit committee or our board of directors. Our audit committee has determined that the rendering of services other than audit services by Deloitte & Touche is compatible with maintaining the principal accountant’s independence.

~~Audit Committee Report~~

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 2017 with the management of Pure Storage. The audit committee has discussed with its independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by Auditing Standard No. 1301,~~Communications with Audit Committees,~~ as adopted by the Public Company Accounting Oversight Board. The audit committee has also received the written disclosures and the letter from its independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the audit committee has recommended to our board of directors that the audited financial statements be included in Pure Storage’s Annual Report on Form~~10-K~~ ~~for the fiscal year ended January 31, 2017.~~

~~The Audit Committee~~

~~Mark Garrett (chair)~~

~~Anita Sands~~

~~Michelangelo Volpi~~

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Pure Storage under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.


~~Pure Storage \| 2017 Proxy Statement~~		~~14.~~

~~Proposal 3~~

~~Advisory Vote on Executive Compensation~~

We are seeking approval, on an advisory basis, of Pure Storage’s executive compensation for the fiscal year ended January 31, 2017, as described in this proxy statement below in the section titled “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and the narrative discussion relating to the compensation tables. This vote is not intended to address any specific item of compensation, and is rather intended to address the overall compensation of our named executive officers and the policies and practices described in this proxy statement.

Our compensation programs are overseen by our compensation committee and reflect our general compensation philosophy for all employees, including our executive officers. Our executive compensation program is designed to attract, motivate, reward and retain highly qualified executives and motivate them to pursue our corporate objectives while encouraging the creation of long-term value for our stockholders. We evaluate and reward our executive officers through compensation intended to motivate them to identify and capitalize on opportunities to grow our business and maximize stockholder value over time. We strive to provide an executive compensation program that is market competitive, rewards achievement of our business objectives and is designed to provide a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long-term incentives) that are intended to align the interests of executive officers with those of our stockholders.

This vote is advisory and therefore not binding on Pure Storage or our board of directors. Our board of directors and its committees value the opinions of our stockholders, and to the extent there is any significant vote against the executive compensation described in this proxy statement, our compensation committee will consider the impact of such vote on our compensation policies and decisions.

~~Vote Required~~

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required to approve Pure Storage’s executive compensation for the fiscal year ended January 31, 2017.

~~Our board of directors recommends a vote~~~~FOR~~ ~~the approval of the compensation of~~

~~our named executive officers as described in this proxy statement.~~


		~~15.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Proposal 4~~

~~Frequency of Advisory Vote on~~

~~Executive Compensation~~

We are providing stockholders with the opportunity to vote, on an advisory basis, to approve the frequency for the advisory vote on Pure Storage’s executive compensation. In particular, we are asking whether the advisory vote on executive compensation should occur once every year, every two years or every three years.

Our board of directors has determined that an annual advisory vote on executive compensation is the most appropriate alternative for Pure Storage. Our board of directors’ determination was influenced by the fact that the compensation of our named executive officers is evaluated, adjusted, and approved on an annual basis. As part of the annual review process, the board of directors believes that stockholder sentiment should be a factor that is taken into consideration by our board of directors and compensation committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as described in the proxy statement every year. We understand that our stockholders may have different views as to what is the best approach for Pure Storage, and we look forward to hearing from our stockholders on this agenda item every year.

This vote is advisory and therefore not binding on Pure Storage or our board of directors. Our board of directors and its committees value the opinions of our stockholders, and even though this vote will not be binding, our board of directors will take into account the outcome of this vote in making a determination on the frequency of future advisory votes to approve executive compensation.

~~Vote Required~~

An affirmative vote from holders of a majority in voting power of the shares present at the meeting or represented by proxy and entitled to vote on the proposal will be required for a frequency alternative to constitute the recommendation of our stockholders. However, if none of the alternatives receives a majority vote, we will consider the frequency that receives the highest number of votes to be the frequency that has been selected by our stockholders.

~~Our board of directors recommends a vote for~~~~1 YEAR~~ ~~as the frequency for~~

~~future advisory votes to approve executive compensation.~~


~~Pure Storage \| 2017 Proxy Statement~~		~~16.~~

~~Proposal 5~~

~~Re-approval~~ ~~of the Provisions of the 2015 Equity Incentive Plan~~

~~relating to Section 162(m) of Internal Revenue Code~~

~~Overview~~

~~Our 2015 Equity Incentive Plan (~~~~2015 Plan~~~~) was adopted by our board of directors in August 2015 and approved by our stockholders in September 2015.~~

~~We are asking our stockholders tore-approve~~ certain terms set forth in the 2015 Plan that will permit us to grant stock options, stock appreciation rights and performance-based stock and cash awards under the 2015 Plan that may qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (~~Section 162(m)~~~~). No changes are being proposed with regard to the terms of the 2015 Plan at this time.~~

Section 162(m) disallows a deduction to any publicly held corporation and its affiliates for certain compensation paid to “covered employees” in a taxable year to the extent that compensation to a covered employee exceeds $1.0 million. However, certain kinds of compensation, including qualified “performance-based compensation,” are not subject to this deduction limitation. For compensation awarded under a plan to qualify as “performance-based compensation” under Section 162(m), among other things, the following terms must be disclosed to and approved by the stockholders before the compensation is paid: (i) a description of the employees eligible to receive such awards; (ii) a~~per-person~~ limit on the number of shares subject to stock options, stock appreciation rights and performance-based stock awards, and the amount of cash subject to performance-based cash awards, that may be granted to any employee under the plan in any year; and (iii) a description of the business criteria upon which the performance goals for performance-based awards may be granted (or become vested or exercisable).

Accordingly, we are requesting that our stockholders approve the terms set forth in the 2015 Plan that will permit us to grant awards under the 2015 Plan that may qualify as “performance-based compensation” under Section 162(m), including terms regarding eligibility for awards, annual~~per-person~~ ~~limits on awards and the business criteria for performance-based awards granted under the 2015 Plan (as described in the summary below).~~

We believe that it is in the best interests of our company and our stockholders to preserve the ability to grant “performance-based compensation” under Section 162(m). However, in certain circumstances, we may determine to grant compensation to covered employees that is not intended to qualify as “performance-based compensation” for purposes of Section 162(m). Moreover, even if we grant compensation that is intended to qualify as “performance-based compensation” for purposes of Section 162(m), we cannot guarantee that such compensation ultimately will be deductible by us.

~~Vote Required~~

An affirmative vote from holders of a majority in voting power of the shares present at the annual meeting or represented by proxy and entitled to vote on the proposal will be required to approve this proposal.

~~Summary of the 2015 Plan~~

The material features of the 2015 Plan are described below. The following description of the 2015 Plan is a summary only and is qualified in its entirety by reference to the complete text of the 2015 Plan, which is attached as Appendix A to this proxy statement.


		~~17.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Types of Awards~~

The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property.

~~Eligibility~~

~~All of our (including our affiliates’) employees,non-employee~~ directors and consultants are eligible to participate in the 2015 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the 2015 Plan only to our (including our affiliates’) employees. As of April 25, 2017, we (including our affiliates) had over 1,700 individual employees and consultants, and six~~non-employee~~ ~~directors.~~

~~Authorized Shares~~

~~Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our Class A common stock that may be issued under the 2015 Plan will not exceed 27,000,000 shares (~~~~Share Reserve~~). In addition, the Share Reserve will automatically increase on February 1st of each calendar year, from February 1, 2016 through February 1, 2025, in an amount equal to 5% of the total number of shares of our capital stock outstanding on the last day of the calendar month prior to the date of each automatic increase, or a lesser number of shares determined by our board of directors. Accordingly, as of February 1, 2017, the Share Reserve had increased to 46,743,656 shares.

If any stock award (or portion of any stock award) granted under the 2015 Plan expires or terminates without all of the shares covered by such stock award having been issued, or is settled in cash rather than in shares, such expiration, termination or settlement will not reduce the number of shares available for issuance under the 2015 Plan. Additionally, shares issued pursuant to stock awards under the 2015 Plan that we repurchase or that are forfeited because of a failure to vest, as well as shares that we reacquire to pay the exercise or purchase price of a stock award or to satisfy the tax withholding obligations related to a stock award, become available for future issuance under the 2015 Plan.

~~As of April 25, 2017, the closing price of our Class A common stock as reported on the NYSE was $10.49 per share.~~

~~Plan Administration~~

Our board of directors, or a duly authorized committee of our board of directors, will administer the 2015 Plan. Our board of directors and any such committee are each considered to be a plan administrator (~~Plan Administrator~~~~) for purposes of this proposal.~~

Subject to the terms of the 2015 Plan, the Plan Administrator may determine the recipients, the types of awards to be granted, the number of shares subject to or the cash value of awards, and the terms and conditions of awards, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise, purchase or strike price of awards.

The Plan Administrator may also delegate to one or more of our officers the authority to (i) designate employees (other than officers) to receive specified stock awards and (ii) determine the number of shares subject to such stock awards. Under any such delegation, the Plan Administrator will specify the total number of shares that may be subject to the stock awards granted by such officer and that such officer may not grant a stock award to himself or herself.


~~Pure Storage \| 2017 Proxy Statement~~		~~18.~~

~~Section 162(m) Limits~~

Under the 2015 Plan, subject to adjustment for certain changes in our capitalization, no participant will be eligible to be granted during any calendar year more than: (i) 3,000,000 (or 6,000,000 in the year of hire) shares of our Class A common stock subject to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the fair market value of our Class A common stock on the date of grant; (ii) 3,000,000 (or 6,000,000 in the year of hire) shares of our Class A common stock subject to performance stock awards; or (iii) $5,000,000 subject to performance cash awards. These limits are designed to allow us to grant awards that are intended to be exempt from the $1.0 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m).

~~Stock Options~~

~~Stock options may be granted under the 2015 Plan pursuant to stock option agreements. The 2015 Plan permits the grant of stock options that are intended to qualify as incentive stock options (~~~~ISOs~~~~) and nonstatutory stock options (~~~~NSOs~~).

The exercise price of a stock option granted under the 2015 Plan may not be less than 100% of the fair market value of our Class A common stock on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

The term of stock options granted under the 2015 Plan may not exceed ten years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Except as otherwise provided in a participant’s stock option agreement or other agreement with us, if a participant’s service relationship with us or any of our affiliates (referred to in this proposal as “continuous service”) terminates (other than for cause and other than upon the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other agreement with us, if a participant’s continuous service terminates due to the participant’s disability, the participant may exercise any vested stock options for up to 12 months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other agreement with us, if a participant’s continuous service terminates due to the participant’s death or the participant dies within a specified period, if any, following termination of continuous service, the participant’s estate or beneficiary, as applicable, may exercise (i) any stock options (including the unvested portion of any stock options) in the event the participant’s continuous service terminates due to the participant’s death and (ii) any vested stock options in the event the participant dies within a specified period, if any, following termination of continuous service, in each case for up to 18 months following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other agreement with us, if a participant’s continuous service is terminated for cause (as defined in the 2015 Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. The term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause and other than upon the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any shares received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate our insider trading policy. In no event, however, may a stock option be exercised after its original expiration date.

~~Acceptable forms of consideration for the purchase of our Class A common stock pursuant to the exercise of a stock option under the 2015 Plan will be determined by the Plan Administrator and may~~


		~~19.~~		~~Pure Storage \| 2017 Proxy Statement~~

include payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our Class A common stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator.

Stock options granted under the 2015 Plan may vest and become exercisable in cumulative increments, as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the 2015 Plan may be subject to different vesting schedules as the Plan Administrator may determine.

The Plan Administrator may impose limitations on the transferability of stock options granted under the 2015 Plan in its discretion. Generally, a participant may not transfer a stock option other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death.

~~Limitations on Incentive Stock Options~~

The aggregate fair market value, determined at the time of grant, of shares of our Class A common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied:

~~the exercise price of the ISO must be at least 110% of the fair market value of our Class A common stock on the date of grant; and~~

~~the term of the ISO must not exceed five years from the date of grant.~~

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our Class A common stock that may be issued pursuant to the exercise of ISOs under the 2015 Plan is 135,000,000 shares.

~~Stock Appreciation Rights~~

Stock appreciation rights may be granted under the 2015 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in Class A common stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator, but will in no event be less than 100% of the fair market value of our Class A common stock on the date of grant. The Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our Class A common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transferability as stock options under the 2015 Plan.


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~~Restricted Stock Awards~~

Restricted stock awards may be granted under the 2015 Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for (i) cash, check, bank draft or money order payable to us, (ii) the participant’s past services performed for us or any of our affiliates, or (iii) any other form of legal consideration acceptable to the Plan Administrator. Shares of our Class A common stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our Class A common stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement. A restricted stock award agreement may provide that any dividends paid on restricted stock will be subject to the same vesting conditions as apply to the shares subject to the restricted stock award. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.

~~Restricted Stock Unit Awards~~

Restricted stock unit awards may be granted under the 2015 Plan pursuant to restricted stock unit award agreements. Consideration to be paid (if any) may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our Class A common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Dividend equivalents may be credited in respect of shares of our Class A common stock covered by a restricted stock unit award, provided that any additional shares credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying restricted stock unit award. Except as otherwise provided in a restricted stock unit award agreement, restricted stock units that have not vested will be forfeited upon a participant’s termination of continuous service for any reason.

~~Performance Awards~~

The 2015 Plan allows us to grant performance stock and cash awards, including such awards that may qualify as performance-based compensation that is not subject to the $1.0 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m).

~~A performance stock award is a stock award that is payable (including that may be granted, may vest, or may be exercised) contingent upon the attainment ofpre-determined~~ performance goals during a performance period. A performance stock award may require the completion of a specified period of continuous service. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by our compensation committee, except that the Plan Administrator also may make any such determinations to the extent that the award is not intended to qualify as performance-based compensation under Section 162(m). In addition, to the extent permitted by applicable law and the performance stock award agreement, the Plan Administrator may determine that cash may be used in payment of performance stock awards.

~~A performance cash award is a cash award that is payable contingent upon the attainment ofpre-determined~~ performance goals during a performance period. A performance cash award may require the completion of a specified period of continuous service. The length of any performance period, the performance goals to be achieved during the performance period, and the measure of


		~~21.~~		~~Pure Storage \| 2017 Proxy Statement~~

whether and to what degree such performance goals have been attained will be determined by our compensation committee, except that the Plan Administrator also may make any such determinations to the extent that the award is not intended to qualify as performance-based compensation under Section 162(m). The Plan Administrator may specify the form of payment of performance cash awards, which may be cash or other property, or may provide for a participant to have the option for his or her performance cash award to be paid in cash or other property.

In granting a performance stock or cash award intended to qualify as “performance-based compensation” under Section 162(m), our compensation committee will set a period of time, or a performance period, over which the attainment of one or more goals, or performance goals, will be measured. Within the time period prescribed by Section 162(m) (no later than the earlier of the 90th day of a performance period and the date on which 25% of the performance period has elapsed, and in any event at a time when the achievement of the performance goals remains substantially uncertain), our compensation committee will establish the performance goals, based upon one or more criteria, or performance criteria, enumerated in the 2015 Plan and described below. As soon as administratively practicable following the end of the performance period, our compensation committee will certify in writing whether the performance goals have been satisfied.

Performance goals under the 2015 Plan will be based on any one or more of the following performance criteria: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) earnings before interest, taxes, depreciation, amortization and legal settlements; (v) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (vi) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (vii) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (viii) total stockholder return; (ix) return on equity or average stockholder’s equity; (x) return on assets, investment, or capital employed; (xi) stock price; (xii) margin (including gross margin); (xiii) income (before or after taxes); (xiv) operating income; (xv) operating income after taxes;~~(xvi) pre-tax~~ profit; (xvii) operating cash flow; (xviii) sales or revenue targets; (xix) increases in revenue or product revenue; (xx) expenses and cost reduction goals; (xxi) improvement in or attainment of working capital levels; (xxii) economic value added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share price performance; (xxvii) debt reduction; (xxviii) implementation or completion of projects or processes (including, without limitation, a variety of milestones); (xxix) stockholders’ equity; (xxx) capital expenditures; (xxxi) debt levels; (xxxii) operating profit or net operating profit; (xxxiii) workforce diversity; (xxxiv) growth of net income or operating income; (xxxv) billings; (xxxvi) bookings; (xxxvii) employee retention; (xxxviii) user satisfaction; (xxxix) the number of users, including but not limited to unique users; (xl) budget management; (xli) partner satisfaction; (xlii) entry into or completion of strategic partnerships or transactions (including~~in-licensing~~ ~~andout-licensing~~ of intellectual property; and (xliii) to the extent that an award is not intended to qualify as “performance-based compensation” under Section 162(m), other measures of performance selected by the Plan Administrator.

Performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our compensation committee (or, to the extent that an award is not intended to qualify as “performance-based compensation” under Section 162(m), the Plan Administrator) (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the performance goals are established, our compensation committee (or the Plan Administrator, if applicable) will appropriately make adjustments in the method of calculating the attainment of performance goals for a performance period as follows:


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(i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects; (iii) to exclude the effects of changes to generally accepted accounting principles; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles; (vi) to exclude the dilutive effects of acquisitions or joint ventures; (vii) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (viii) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation,~~spin-off,~~ combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (ix) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; (xi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; (xii) to exclude the effects of any other unusual,~~non-recurring~~ ~~gain or loss or other extraordinary item; and (xiii) to exclude the effects of entering into or achieving milestones involved in licensing arrangements.~~

In addition, our compensation committee (or, to the extent that an award is not intended to qualify as “performance-based compensation” under Section 162(m), the Plan Administrator) retains the discretion to reduce or eliminate the compensation or economic benefit due upon the attainment of any performance goals and to define the manner of calculating the performance criteria it selects to use for a performance period.

~~Other Stock Awards~~

Other forms of stock awards valued in whole or in part by reference to, or otherwise based on, our Class A common stock may be granted either alone or in addition to other stock awards under the 2015 Plan. Subject to the terms of the 2015 Plan, the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at which such other stock awards will be granted, the number of shares of our Class A common stock to be granted and all other terms and conditions of such other stock awards.

~~Clawback Policy~~

Awards granted under the 2015 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement as the Plan Administrator determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of our Class A common stock or other cash or property upon the occurrence of cause.

~~Changes to Capital Structure~~

In the event of certain capitalization adjustments, the Plan Administrator will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the 2015 Plan; (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of ISOs; (iii) the class(es) and maximum number of securities that may be awarded to any participant pursuant to Section 162(m) limits; and (iv) the class(es) and number of securities and price per share of stock subject to outstanding stock awards.


		~~23.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Corporate Transaction and Change in Control~~

In the event of certain transactions (a corporate transaction or change in control, each as defined in the 2015 Plan and described below), the following will apply to stock awards granted under the 2015 Plan unless otherwise provided in the award agreement or other written agreement between us or our affiliate and the participant or unless otherwise expressly provided by the Plan Administrator at the time of grant. Except as otherwise stated in the stock award agreement, in the event of such a transaction, each stock award will terminate and be cancelled to the extent not vested or exercised prior to the effective time of the transaction unless the Plan Administrator elects to take one or more of the following actions with respect to such stock award:

arrange for the surviving or acquiring corporation (or its parent company) to assume or continue the stock award or to substitute a similar stock award for the stock award (including an award to acquire the same consideration paid to our stockholders pursuant to the transaction);

arrange for the assignment of any reacquisition or repurchase rights held by us in respect of our Class A common stock issued pursuant to the stock award to the surviving or acquiring corporation (or its parent company);

•

accelerate the vesting (and, if applicable, the exercisability) of the stock award to a date prior to the effective time of the transaction as determined by the Plan Administrator (or, if the Plan Administrator does not determine such a date, to the date that is five days prior to the effective date of the transaction), with the stock award terminating if not exercised (if applicable) at or prior to the effective time of the transaction;~~provided, however~~, that the Plan Administrator may require participants to complete and deliver to us a notice of exercise before the effective date of the transaction, contingent upon the effectiveness of the transaction;

~~arrange for the lapse of any reacquisition or repurchase rights held by us with respect to the stock award;~~

cancel or arrange for the cancellation of the stock award, to the extent not vested or not exercised prior to the effective time of the transaction, in exchange for such cash consideration or no consideration as the Plan Administrator may consider appropriate; and

make a payment, in such form as may be determined by the Plan Administrator equal to the excess, if any, of (i) the value of the property the participant would have received upon the exercise of the stock award immediately prior to the effective time of the transaction, over (ii) any exercise price payable in connection with such exercise.

The Plan Administrator is not required to take the same action with respect to all stock awards or portions of stock awards or with respect to all participants. The Plan Administrator may take different actions with respect to the vested and unvested portions of a stock award.

A stock award may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the award agreement or other written agreement between us or our affiliate and the participant, but in the absence of such provision, no such acceleration will occur.

For purposes of the 2015 Plan, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale or other disposition of all or substantially all of our consolidated assets; (ii) a sale or other disposition of at least 90% of our outstanding securities; (iii) a merger,


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consolidation or similar transaction following which we are not the surviving corporation; or (iv) a merger, consolidation or similar transaction following which we are the surviving corporation but the shares of our Class A common stock outstanding immediately prior to the transaction are converted or exchanged into other property by virtue of the transaction.

For purposes of the 2015 Plan, a change in control generally will be deemed to occur in the event of the following, subject to certain terms set forth in the 2015 Plan (including terms that exclude certain transactions involving certain entities defined as “IPO Entities” under the 2015 Plan): (i) a person, entity or group acquires, directly or indirectly, our securities representing more than 50% of the combined voting power of our then outstanding securities, other than by virtue of a merger, consolidation or similar transaction; (ii) there is consummated a merger, consolidation or similar transaction and, immediately after the consummation of such transaction, our stockholders immediately prior thereto do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such transaction; (iii) there is consummated a sale or other disposition of all or substantially all of our consolidated assets, other than a sale or other disposition to an entity in which more than 50% of the entity’s combined voting power is owned by our stockholders in substantially the same proportions as their ownership of our outstanding voting securities immediately prior to such sale or other disposition; or (iv) our stockholders approve or our board of directors approves a plan of complete dissolution or liquidation of our company, or a complete dissolution or liquidation of our company otherwise occurs, except for a liquidation into a parent corporation.

~~Plan Amendments and Termination~~

The Plan Administrator has the authority to amend or terminate the 2015 Plan at any time. However, except as otherwise provided in the 2015 Plan or an award agreement, no amendment or termination of the 2015 Plan may materially impair a participant’s rights under his or her outstanding awards without the participant’s written consent.

We will obtain stockholder approval of any amendment to the 2015 Plan that is required by applicable law or listing requirements. No incentive stock options may be granted under the 2015 Plan after the tenth anniversary of the date of adoption of the 2015 Plan by our board of directors.

~~U.S. Federal Income Tax Consequences~~

The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the 2015 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired the 2015 Plan. The 2015 Plan is not qualified under the provisions of Section 401(a) of the Internal Revenue Code of 1986 (~~Code~~) and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of our tax reporting obligations.

~~Nonstatutory Stock Options~~

Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a


		~~25.~~		~~Pure Storage \| 2017 Proxy Statement~~

participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date.

Subject to the requirement of reasonableness, the provisions of Section 162(m) and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.

~~Incentive Stock Options~~

The 2015 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.

If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.

We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness and the provisions of Section 162(m), and provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

~~Stock Appreciation Rights~~

Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to


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the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the provisions of Section 162(m), and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

~~Restricted Stock Awards~~

Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested.

~~Restricted Stock Unit Awards~~

Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exemption to Section 409A of the Code will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exemption to the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered.

~~New Plan Benefits~~

Awards granted under the 2015 Plan are discretionary and are not subject to set benefits or amounts. No prior grants or awards have been made subject to stockholder approval, and no person has received or is to receive 5 percent of awards. Future benefits or amounts to be received by our executive officers, other employees and~~non-employee~~ ~~directors under the 2015 Plan are not determinable.~~


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~~History of Grants~~

The following table sets forth, for each of the individuals and groups indicated, the total number of shares of our Class A common stock subject to awards that have been granted under the 2015 Plan through April 25, 2017 (assuming performance-based requirements will be met at target):


~~Name and Position~~		~~Number of Shares~~ ~~Underlying Awards~~
~~Scott Dietzen,~~~~Chief Executive Officer~~		~~115,392~~
~~John Colgrove,~~~~Chief Technology Officer~~		~~115,392~~
~~David Hatfield,~~~~President~~		~~115,392~~
~~Timothy Riitters,~~~~Chief Financial Officer~~		~~386,085~~
~~All current executive officers (4 persons)~~		~~732,261~~
~~Each nominee for election as a director~~
~~Mark Garrett~~		~~20,000~~
~~Frank Slootman~~		~~20,000~~
~~Mike Speiser~~		–
~~All currentnon-employee~~ ~~directors (6 persons)~~		~~60,000~~
~~All current employees (excluding executive officers and directors)~~		~~21,394,489~~

For more details regarding equity awards granted to our executive officers and certain members of our board of directors, see the sections titled “Executive Compensation” and “Director Compensation.”

~~Our board of directors recommends a vote~~~~FOR~~ ~~there-approval~~ ~~of the provisions of the~~

~~2015 Equity Incentive Plan relating to Section 162(m) of the Internal Revenue Code.~~


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~~Board of Directors and Corporate Governance~~

~~Our business affairs are managed under the direction of our board of directors.~~

~~Director Independence~~

~~Our Class A common stock is listed on the New York Stock Exchange (~~~~NYSE~~~~). Under the listing requirements and rules of the NYSE, independent directors must comprise a majority of our board of directors.~~

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our board of directors has determined that Dr. Sands and Messrs. Bhusri, Garrett, Slootman and Volpi do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Our board of directors did not determine that Mr. Speiser was independent, considering factors such as his interim oversight of a portion of our research and development team from April 2013 to November 2013, in exchange for an equity incentive award that recently vested in full in December 2016. Dr. Dietzen and Mr. Colgrove are not independent due to their positions as our executive officers.

Accordingly, a majority of our directors are independent, as required under applicable NYSE rules. In making this determination, our board of directors considered the current and prior relationships that each~~non-employee~~ director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including their beneficial ownership of our capital stock, and with respect to Mr. Bhusri, his position as the Chief Executive Officer of Workday, Inc., Mr. Slootman, his position as President and Chief Executive Officer of ServiceNow, Inc. and Mr. Garrett, his position as the Chief Financial Officer of Adobe Systems Incorporated. In the ordinary course of business, each of Workday, ServiceNow and Adobe, have purchased our products and related services, and we have purchased products and related services from Workday, ServiceNow and Adobe.

~~Board Leadership~~

~~Messrs. Colgrove and Speiser serve asCo-Chairman~~ of our board of directors. Our board of directors believes that the current board leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing the board and management to benefit from the extensive executive leadership and operational experience of Messrs. Colgrove and Speiser. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside of our company, while Messrs. Colgrove and Speiser bring company-specific experience and expertise.

~~Executive Sessions of Independent Directors~~

~~In order to promote open discussion amongnon-management~~ ~~directors, and as required under applicable NYSE rules, our board of directors has a policy of conducting executive sessions ofnon-management~~ ~~directors during each regularly scheduled board meeting and at such other times if requested by anon-management~~ ~~director. Thenon-management~~ directors provide feedback to executive management, as needed, promptly after the executive session. Neither Dr. Dietzen nor Mr. Colgrove participates in such sessions. In addition, we hold executive sessions including only independent directors at least once a year. The presiding director at each executive session is chosen by the directors present at that meeting.


		~~29.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Board Committees~~

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. Copies of the charters of each committee are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com. Members serve on these committees until their resignation or until otherwise determined by our board of directors. The composition and functions of each committee are described below.

~~Audit Committee~~

Our audit committee consists of Dr. Sands and Messrs. Volpi and Garrett. The chair of our audit committee is Mr. Garrett. Our board of directors has determined that Dr. Sands and Messrs. Volpi and Garrett are independent under NYSE listing standards~~and Rule 10A-3(b)(1) of~~ the Exchange Act. Our board of directors has determined that Mr. Garrett is an “audit committee financial expert” within the meaning of SEC regulations. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

~~selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;~~

~~helping to ensure the independence and performance of our independent registered public accounting firm;~~

~~discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim andyear-end~~ ~~operating results;~~

~~developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;~~

~~reviewing our policies on risk assessment and risk management;~~

~~reviewing related party transactions;~~

obtaining and reviewing a report by our independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

~~approving (or, as permitted,pre-approving)~~ ~~all audit and all permissiblenon-audit~~ ~~services, other than de minimisnon-audit~~ ~~services, to be performed by the independent registered public accounting firm.~~


~~Pure Storage \| 2017 Proxy Statement~~		~~30.~~

~~Compensation Committee~~

Our compensation committee consists of Messrs. Bhusri and Slootman. The chair of our compensation committee is Mr. Bhusri. Our board of directors has determined that Messrs. Bhusri and Slootman are independent under NYSE listing standards, are~~“non-employee~~ ~~directors” as defined inRule 16b-3~~ ~~promulgated under the Exchange Act and are “outside directors” as that term is defined in Section 162(m).~~

The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, plans and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include:

~~reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;~~

~~reviewing and recommending to our board of directors the compensation of our directors;~~

~~reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers;~~

~~administering our stock and equity incentive plans;~~

~~selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisers;~~

~~reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements,change-of-control~~ ~~protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; and~~

~~reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.~~

Under its charter, the compensation committee may form, and delegate authority to, subcommittees as appropriate. See the sections titled “Executive Compensation” and “Director Compensation” for a description of our processes and procedures for the consideration and determination of executive and director compensation.

~~Compensation Committee Interlocks and Insider Participation~~

Neither Mr. Bhusri nor Mr. Slootman, the members of our compensation committee, is currently, or has been at any time, one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

~~Nominating and Corporate Governance Committee~~

Our nominating and corporate governance committee consists of Dr. Sands and Mr. Volpi. The chair of our nominating and corporate governance committee is Dr. Sands. Each member of the nominating and corporate governance committee is independent, is a~~non-employee~~ director and is free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the board of directors in accordance with the applicable NYSE listing standards.


		~~31.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Specific responsibilities of our nominating and corporate governance committee include:~~

~~identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors;~~

~~evaluating the performance of our board of directors and of individual directors;~~

~~considering and making recommendations to our board of directors regarding the composition of the committees of the board of directors;~~

~~reviewing developments in corporate governance practices;~~

~~evaluating the adequacy of our corporate governance practices and reporting;~~

~~reviewing management succession plans;~~

~~developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and~~

~~overseeing an annual evaluation of the board of directors’ performance.~~

Our nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. Our nominating and corporate governance committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of Pure Storage’s stockholders. These qualifications may be modified from time to time. The committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of our board of directors and the company, to maintain a balance of knowledge, experience and capability. The committee takes into account the current composition of our board of directors, the operating requirements of the company and the long-term interests of stockholders.

In the case of incumbent directors whose terms of office are set to expire, our nominating and corporate governance committee will review directors’ prior service to Pure Storage, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, our nominating and corporate governance committee also evaluates whether the nominee is independent for NYSE purposes, based upon applicable NYSE listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. Our nominating and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. Our nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to our board of directors.

Our nominating and corporate governance committee intends to evaluate director candidates recommended by stockholders based on the factors and qualifications discussed above, though it has not implemented a formal policy regarding such process. The committee intends to implement a formal policy regarding consideration of director candidates recommended by stockholders in the future.


~~Pure Storage \| 2017 Proxy Statement~~		~~32.~~

~~Board and Committee Meetings and Attendance~~

Our board of directors is responsible for the oversight of management and the strategy of our company and for establishing corporate policies. Our board of directors meets periodically during the year to review significant developments affecting us and to act on matters requiring the approval of our board of directors. Our board of directors met five times during our last fiscal year. The audit committee met four times during our last fiscal year. The compensation committee met three times during our last fiscal year. The nominating and corporate governance committee met three times during our last fiscal year. During our last fiscal year, each director attended 75% or more of the aggregate of the meetings of our board of directors and of the committees on which he or she served.

~~We encourage our directors and nominees for director to attend our annual meeting of stockholders, and four of our directors attended our 2016 annual meeting of stockholders.~~

~~Code of Conduct and Corporate Governance Guidelines~~

We have adopted a code of conduct that applies to all of our directors, officers and employees. We plan to disclose future amendments to certain provisions of our code of conduct, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors, on our website. Our board of directors has also adopted a set of guidelines that establish the corporate governance policies pursuant to which our board of directors intends to conduct its oversight of the business of Pure Storage in accordance with its fiduciary responsibilities. Our code of conduct, applicable waivers thereof, and our corporate governance guidelines are available in the “Corporate Governance” section of our investor relations website at investor.purestorage.com.

~~Risk Oversight~~

Our board of directors oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and to enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full board of directors in reviewing our business is an integral aspect of its assessment of management’s tolerance for risk and also its determination of what constitutes an appropriate level of risk.

Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

At periodic meetings of our board of directors and its committees, management reports to and seeks guidance from our board and its committees with respect to the most significant risks that could affect our business, such as legal risks and financial, tax and audit related risks. In addition, among other matters, management provides our audit committee periodic reports on our compliance programs and investment policy and practices.


		~~33.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Director Compensation~~

~~Fiscal 2017 Director Compensation Table~~

~~The following table provides information regarding the total compensation that was paid to ournon-employee~~ directors in our fiscal year ended January 31, 2017. None of our other directors received any compensation for their service on our board of directors or committees of our board of directors in our fiscal year ended January 31, 2017.

  Name

Fees Earned
or Paid in Cash ($)

Option Awards(1) ($)

Total ($)
  Mark Garrett
   37,500    125,674    163,174
  Anita Sands
   36,000    125,674    161,674
  Frank Slootman
   27,000    125,674    152,674

~~(1)~~

In April 2016, we granted each of Dr. Sands and Messrs. Garrett and Slootman an option to purchase 20,000 shares of our Class A common stock with an exercise price of $14.32 per share. The shares were vesting monthly over one year, such that all will vest by June 2017. The amount shown in this column does not reflect the dollar amount actually received by the director. Instead, this amount reflects the aggregate grant date fair value of this stock option granted in the fiscal year ended January 31, 2017, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in the notes to our consolidated financial statements in our Annual Report on Form~~10-K,~~ ~~as filed with the SEC on March 28, 2017.~~

~~From time to time, we have granted equity incentive awards to certain of ournon-employee~~ ~~directors as compensation for their services and intend to continue to do so on an annual basis when we review the compensation of ournon-employee~~ ~~directors.As of January 31, 2017, Dr. Sands and Messrs. Garrett and Slootman held options to purchase 320,000, 320,000 and 540,000 shares of our common stock.~~

~~Non-employee~~ ~~Director Compensation Policy~~

~~In April 2016, following market research and advice from Compensia, our board of directors adopted anon-employee~~ ~~director compensation policy, to be effective immediately, pursuant to which ournon-employee~~ directors are eligible to receive cash compensation for service on our board of directors and committees of our board of directors. Directors originally elected to our board of directors as a representative of a venture capital firm, including Messrs. Bhusri, Speiser and Volpi, will not be eligible for compensation under this policy. We will reimburse our directors for their reasonable~~out-of-pocket~~ expenses in connection with attending board of directors and committee meetings. A director may decline to accept compensation under this policy, or may direct us to donate the payments to the Pure Good Foundation or another charitable organization.


~~Pure Storage \| 2017 Proxy Statement~~		~~34.~~

~~Eligible directors are entitled to receive cash compensation as follows:~~


		~~Annual Cash Retainer(1)~~
~~Annual retainer~~		~~$30,000~~
~~Additional retainer for audit committee chair~~		~~20,000~~
~~Additional retainer for audit committee member~~		~~10,000~~
~~Additional retainer for compensation committee chair~~		~~12,000~~
~~Additional retainer for compensation committee member~~		~~6,000~~
~~Additional retainer for nominating and governance committee chair~~		~~8,000~~
~~Additional retainer for nominating and governance committee member~~		~~4,000~~

~~(1)~~

~~Paid quarterly in arrears.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of Pure Storage’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of Pure Storage. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended January 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with, except with respect to the conversion of shares from Class B common stock to Class A common stock by Mr. Slootman on February 22, 2016, and by Mr. Volpi on December 1, 2016, which were each promptly disclosed on Forms 4 after we became aware of the conversions, filed on April 26, 2016 and December 20, 2016, respectively.

~~Communications with our Board Of Directors~~

Stockholders or interested parties who wish to communicate with our board of directors or with an individual director may do so by mail to our board of directors or the individual director, care of our Secretary at 650 Castro Street, Suite 400, Mountain View, California 94041. The communication should indicate that it contains a stockholder or interested party communication. All such communication will be forwarded to the director or directors to whom the communications are addressed.


		~~35.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Security Ownership~~

The following table sets forth, as of April 25, 2017, certain information with respect to the beneficial ownership of our common stock: (a) by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of Class A common stock or Class B common stock, (b) by each of our directors, (c) by each of our executive officers, and (d) by all of our current executive officers and directors as a group.

The percentage of shares beneficially owned shown in the table is based on 93,051,400 shares of Class A common stock and 114,863,423 shares of our Class B common stock outstanding as of April 25, 2017. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our capital stock subject to options held by the person that are currently exercisable or exercisable within 60 days of April 25, 2017. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown beneficially owned by them, subject to applicable community property laws. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares.


~~Pure Storage \| 2017 Proxy Statement~~		~~36.~~

~~Except as otherwise noted below, the address for persons listed in the table is c/o Pure Storage, Inc., 650 Castro Street, Suite 400, Mountain View, California 94041.~~

   Shares Beneficially Owned
% of Total
Voting
Power (1)
   Class A Class B
  Name of Beneficial Owner Shares % Shares %
  Executive Officers:

  Scott Dietzen (2)
57,363 * 7,381,083 6.4   5.9
  John Colgrove (3)
– – 13,553,926 11.8 10.9
  David Hatfield (4)
48,570 * 2,647,066 2.3   2.1
  Timothy Riitters (5)
15,004 * 721,875 * *
  Directors:

  Aneel Bhusri (6)
1,382,012 1.5 26,838,635 23.4 21.7
  Mark Garrett (7)
20,000 * 300,000 * *
  Anita Sands (8)
20,000 * 300,000 * *
  Frank Slootman (9)
196,208 * 436,667 * *
  Mike Speiser (10)
– – 29,992,045 26.1 24.2
  Michelangelo Volpi (11)
2,314,396 2.5 – – *
  All directors and executive officers as a group (10 persons) (12)
4,053,553 4.4 82,171,297 69.6 66.5
  5% Stockholders:

  Persons affiliated with Sutter Hill Ventures (13)
– – 39,613,312 34.5 31.9
  Entities affiliated with Greylock (14)
1,382,012 1.5 26,838,635 23.4 21.7
  Wellington Management Group, LLP (15)
11,712,332 12.6 – – *
  BlackRock, Inc. (16)
11,307,263 12.2 – – *
  Entities affiliated with Redpoint Ventures (17)
– – 8,867,712 7.7   7.1
  FMR LLC (18)
7,192,276 7.7 – – *
  Okumus Fund Management Ltd. (19)
6,490,658 7.0 – – *
  T. Rowe Price Associates, Inc. (20)
5,897,268 6.3 – – *

*	~~Denotes less than 1%~~

~~(1)~~

Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 10 votes per share, and holders of our Class A common stock are entitled to one vote per share.

~~(2)~~

~~Consists of (i) 57,363 shares of Class A common stock held by Dr. Dietzen; (ii) 5,906,083 shares of Class B common stock held by Scott Dietzen and Katherine Dietzen,Co-Trustees~~ of the Dietzen Living Trust, dated January 16, 2009, over which Dr. Dietzen shares voting and dispositive power; (ii) 1,400,000 shares of Class B common stock held by JP Morgan Trust Company of Delaware, as Trustee of the Dietzen Family 2014 Irrevocable Trust GST Exempt Trust under agreement dated March 25, 2014, over which Dr. Dietzen shares voting and dispositive power, and (iv) 75,000 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017.

~~(3)~~

Consists of (i) 2,250,000 shares of Class B common stock held by Eric Edward Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE; (ii) 2,250,000 shares of Class B common stock held by Richard Winston Colgrove Irrevocable Trust DTD Feb 8, 2011, Jeff Rothschild TTEE; (iii) 1,553,926 shares of Class B common stock held by the Colgrove


		~~37.~~		~~Pure Storage \| 2017 Proxy Statement~~

Family Living Trust, over which Mr. Colgrove shares voting and dispositive power, 300,000 shares of which are unvested and subject to our right of repurchase; and (iv) 7,500,000 shares of Class B common stock held directly by Mr. Colgrove.

~~(4)~~

Consists of (i) 48,570 shares of Class A common stock held by Mr. Hatfield; (ii) 18,666 shares of Class B common stock held by DMH 2013 Irrevocable Trust, 18,666 shares of Class B common stock held by JHH 2013 Irrevocable Trust, and 18,666 shares of Class B common stock held by KGH 2013 Irrevocable Trust, over which Mr. Hatfield has voting and dispositive power; (iii) 1,350,510 shares of Class B common stock held directly by Mr. Hatfield; and (iv) 1,296,556 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017.

~~(5)~~

Consists of (i) 6,254 shares of Class A common stock held by Mr. Riitters, (ii) 8,750 restricted stock units that may be settled in shares of Class A common stock within 60 days after April 25, 2017, and (iii) 721,875 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017.

~~(6)~~

Mr. Bhusri does not own shares in his individual capacity. Mr. Bhusri is a Partner at Greylock Partners and shares voting and investment power over the shares held by Greylock XIII Limited Partnership, Greylock~~XIII-A~~ ~~Limited Partnership, Greylock XIV Limited Partnership and GreylockXIV-A~~ ~~Limited Partnership. See Footnote 14.~~

~~(7)~~

Consists of (i) 20,000 shares of Class A common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017, and (ii) 300,000 shares of Class B common stock that are exercisable pursuant to stock options, of which 115,000 shares will be vested within 60 days after April 25, 2017.

~~(8)~~

~~(9)~~

Consists of (i) 176,208 shares of Class A common stock held by the Slootman Living Trust, dated September 8, 1999, (ii) 20,000 shares of Class A common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017, and (iii) 436,667 shares of Class B common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017.

~~(10)~~

Consists of (i) 2,938,406 shares of Class B common stock held by Speiser Trust, of which Mr. Speiser is a trustee; (ii) 377,173 shares of Class B common stock held by Chatter Peak Partners, L.P., of which Mr. Speiser is a trustee of a trust which is the general partner; (iii) 6,000 shares of Class B common stock held by Wells Fargo Bank, N.A. FBO Michael L. Speiser Roth IRA, Mr. Speiser’s Roth IRA account; and (iv) 43,800 shares of Class B common stock held by Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Michael L. Speiser, a retirement trust for the benefit of Mr. Speiser. Mr. Speiser is a managing director and member of the management committee of the general partner of Sutter Hill Ventures and shares voting and investment power over the shares held of record by Sutter Hill Ventures. See Footnote 13.

~~(11)~~

Mr. Volpi is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., Index Ventures VI (Jersey), L.P., Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (collectively, the~~Index Funds). Mr. Volpi is involved in making recommendations to the Index Funds, but does not~~


~~Pure Storage \| 2017 Proxy Statement~~		~~38.~~

hold voting or dispositive power over the shares held by the Index Funds. Index Funds’ holdings consist of (i) 755,296 shares of Class A common stock held of record by Index Ventures Growth II (Jersey), L.P., (ii) 11,163 shares of Class A common stock held of record by Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., (iii) 1,488,951 shares of Class A common stock held of record by Index Ventures VI (Jersey), L.P., (iv) 30,055 shares of Class A common stock held of record by Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. and (v) 28,931 shares of Class A common stock held of record by Yucca (Jersey) SLP. Index Ventures Associates II Limited (~~IVA II~~~~), is the general partner of Index Ventures Growth II (Jersey), L.P. and Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P. Index Ventures Associates VI Limited (~~~~IVA VI~~~~), is the general partner of Index Ventures VI (Jersey), L.P. and Index Ventures VI Parallel Entrepreneur Fund (Jersey). L.P. Yucca (Jersey) SLP is aco-investment~~ vehicle that is contractually required to mirror the Index Funds’ investment. Bernard Dallé, David Hall, Paul Willing, Phil Balderson and Sinéad Meehan are the members of the board of directors of IVA II and IVA VI and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by these entities. Advisors within the Index Ventures group provide advice to the Index Funds but do not have any voting, investment and dispositive power with respect to the shares held by these entities. The principal address of the Index Funds and Yucca (Jersey) SLP is Ogier House, The Esplanade, St Helier, Jersey JE4 9WG, Channel Islands.

~~(12)~~

Consists of (i) 86,224,850 shares of common stock held by our current directors and executive officers and entities affiliated with certain of our directors, 300,000 shares of which are unvested and subject to our right of repurchase, and (ii) 3,130,098 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 25, 2017.

~~(13)~~

~~Mr. Speiser is a managing director and member of the management committee (the~~~~Management Committee~~~~) of the general partner of Sutter Hill Ventures, a California Limited Partnership (~~~~Sutter Hill Ventures~~~~), which holds of record 26,626,666 shares of Class B common stock. In such capacity, Mr. Speiser shares, with each of the other members of the Management Committee named below (each, a~~~~Management Committee Member~~), voting and investment power over the shares held of record by Sutter Hill Ventures. In addition, this amount also includes: (i) 2,938,406 shares of Class B common stock held by Speiser Trust, of which Mr. Speiser is a trustee; (ii) 377,173 shares of Class B common stock held by Chatter Peak Partners, L.P., of which Mr. Speiser is a trustee of a trust which is the general partner; (iii) 6,000 shares of Class B common stock held by Wells Fargo Bank, N.A. FBO Michael L. Speiser Roth IRA, Mr. Speiser’s Roth IRA account; and (iv) 43,800 shares of Class B common stock held by Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Michael L. Speiser, a retirement trust for the benefit of Mr. Speiser. This amount also includes: (i) an aggregate of 2,093,370 shares of Class B common stock held by entities controlled by Jeffrey W. Bird, a Management Committee Member; (ii) an aggregate of 4,418,966 shares of Class B common stock held by entities controlled by Tench Coxe, a Management Committee Member; (iii) an aggregate of 308,179 shares of Class B common stock held by entities controlled by Stefan A. Dyckerhoff, a Management Committee Member; (iv) an aggregate of 444,979 shares of Class B common stock held by entities controlled by Samuel J. Pullara III, a Management Committee Member; and (v) an aggregate of 2,355,773 shares of Class B common stock held by entities controlled by James N. White, a Management Committee Member. Sutter Hill Ventures is located at 755 Page Mill Road,~~A-200,~~ ~~Palo Alto, CA 94304.~~

~~(14)~~

~~Consists of (i) 24,621,929 shares of Class B common stock held by Greylock XIII Limited Partnership; (ii) 2,216,706 shares of Class B common stock held by GreylockXIII-A~~ ~~Limited Partnership; (iii) 1,309,275 shares of Class A common stock held directly by Greylock XIV Limited Partnership; and (iv) 72,737 shares of Class A common stock held directly by~~


		~~39.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~GreylockXIV-A~~ ~~Limited Partnership. Greylock XIII GP LLC is the general partner of Greylock XIII Limited Partnership and GreylockXIII-A~~ Limited Partnership and as such may be deemed to have indirect beneficial ownership of an indeterminate amount of such shares. Aneel Bhusri (a member of our board of directors), William Helman, David Sze and Donald Sullivan are the senior managing members of Greylock XIII GP LLC and share voting and investment power over the shares held by Greylock XIII Limited Partnership and Greylock~~XIII-A~~ Limited Partnership. Based on information contained in a Schedule 13G filed on February 24, 2017, Messrs. Bhusri, Helman, Sze, Sullivan and Reid Hoffman are the senior managing members of Greylock XIV GP LLC, may be deemed to beneficially own the shares of stock held directly by Greylock XIV Limited Partnership and Greylock~~XIV-A~~ ~~Limited Partnership. Greylock Partners is located at 2550 Sand Hill Road, Menlo Park, CA 94025.~~

~~(15)~~

~~Based on information contained in a Schedule 13G filed on February 14, 2017, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP (~~~~Wellington~~) beneficially own 11,712,332 shares of Class A common stock, which are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. Wellington is located at 280 Congress Street, Boston, MA 02210.

~~(16)~~

~~Based on information contained in a Schedule 13G filed on January 11, 2017, BlackRock, Inc. (~~~~BlackRock~~~~) beneficially owns 11,307,623 shares of Class A common stock. BlackRock is located at 55 East 52nd Street, New York, NY 10055.~~

~~(17)~~

~~Consists of 8,867,712 shares of Class B common stock held of record by Redpoint Ventures IV, L.P. (~~~~RV IV~~~~). Redpoint Ventures IV, LLC (~~~~RV IV LLC~~) serves as the sole general partner of RV IV. As such, RV IV LLC possesses power to direct the voting and disposition of the shares owned by RV IV and may be deemed to have indirect beneficial ownership of the shares held by RV IV. RV IV LLC does not own any shares directly. Allen Beasley, Jeffrey D. Brody, Satish Dharmaraj, R. Thomas Dyal, Timothy M. Haley, Christopher B. Moore, Scott C. Raney, John L. Walecka and Geoffrey Y. Yang are the managers of RV IV LLC and share voting and investment power over the shares held by RV IV. The entities affiliated with Redpoint are located at 3000 Sand Hill Road, Building 2, Suite 290, Menlo Park, CA 94025.

~~(18)~~

~~Based on information contained in a Schedule 13G filed on February 14, 2017, FMR LLC (~~~~FMR~~) beneficially owns 7,192,276 shares of Class A common stock. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR. Neither FMR nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (~~Fidelity Funds~~~~) advised by Fidelity Management & Research Company (~~~~FMR Co~~), a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. FMR is located at 245 Summer Street, Boston, Massachusetts 02210.

~~(19)~~

~~Based on information contained in a Schedule 13G filed on January 10, 2017, Okumus Fund Management Ltd. (~~~~Okumus~~~~) beneficially owns 6,490,658 shares of Class A common stock, which is controlled by Ahmet H. Okumus. Okumus is located at 767 Third Avenue, 35th Floor, New York, NY 10017.~~

~~(20)~~

~~Based on information contained in a Schedule 13G filed on January 10, 2017, T. Rowe Price Associates, Inc. (~~~~Price Associates~~) beneficially owns 5,897,268 shares of Class A common stock. Price Associates is an investment adviser registered under the Investment Advisers Act of 1940. Price Associates is located at 100 E. Pratt Street, Baltimore, Maryland 21202.


~~Pure Storage \| 2017 Proxy Statement~~		~~40.~~

~~Executive Compensation~~

We became a public company in October 2015, and we filed our 2016 proxy statement under the scaled-down reporting rules applicable to emerging growth companies. As of January 31, 2017, we ceased to be an emerging growth company and, therefore, this year’s proxy statement includes additional detail regarding executive compensation that was previously not required, including:

~~Compensation Discussion and Analysis and additional compensation tables; and~~

~~Advisory votes on the compensation of our named executive officers and on the preferred frequency of advisory votes on the compensation of our named executive officers.~~

~~Compensation Discussion and Analysis~~

This Compensation Discussion and Analysis provides an overview of the material elements of our executive compensation program for our executive officers during the fiscal year ended January 31, 2017 (~~fiscal 2017~~~~) for the following “named executive officers,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this proxy statement:~~

~~Scott Dietzen, Chief Executive Officer (~~~~CEO~~~~) and Director;~~

~~John Colgrove, Founder, Chief Technology Officer andCo-Chairman;~~

~~David Hatfield, President; and~~

~~Timothy Riitters, Chief Financial Officer (~~~~CFO~~).

This section also discusses our executive compensation philosophy, objectives and design; how and why our compensation committee arrived at the specific compensation policies and decisions during fiscal 2017; the role of Compensia, Inc., our compensation committee’s independent consulting firm (~~Compensia~~~~); and the peer group used in evaluating executive compensation.~~

~~Executive Summary~~

~~We are building the data platform for the cloud era. We are delivering software-definedall-flash~~ solutions that are uniquely fast and cloud-capable for customers, enabling customers to put data to work for their businesses. At the same time, our innovative business model replaces the traditional forklift upgrade cycle with an~~Evergreen Storage~~ ~~model of hardware and software innovation, support and maintenance. Our primary offerings include our~~~~FlashArray~~ ~~and~~~~FlashBlade~~ ~~products, inclusive of~~~~Purity Operating Environment~~~~, our proprietary operating software,~~~~Pure1~~~~, our cloud-based software offering, and~~~~FlashStack~~~~, our joint converged infrastructure solution with Cisco.~~

~~Fiscal 2017 Financial and Business Highlights~~

~~In fiscal 2017, we achieved significant financial and business results, including:~~

~~We increased our revenues from $440 million in fiscal year ended January 31, 2016 to $728 million in fiscal 2017, an increase of 65% year over year;~~

~~We maintained our industry-leading gross product margins and improved our operating margins significantly year over year;~~

~~We increased our total customer count to over 3,000, up from 1,650 a year prior, an increase of 84% year over year;~~


		~~41.~~		~~Pure Storage \| 2017 Proxy Statement~~

•

~~We released a new entry-level model of our~~~~FlashArray~~ ~~product and the general availability version of our new~~~~FlashBlade~~ ~~product; and~~

~~We delivered a leading Satmetrix-certified NetPromoter score of 83.5, reflecting that our customers are some of the happiest in the world.~~

~~In addition, in fiscal 2017, we introduced our unique NVMe-Ready Guarantee and revealed our game-changing investments for ourall-NVMe~~~~FlashArray//X~~ ~~product.~~

~~Fiscal 2017 Executive Compensation Highlights~~

In fiscal 2017, our compensation committee evaluated executive officer compensation, including cash and equity compensation, considering adjustments made late in the fiscal year ended January 31, 2016 and the significant unvested equity awards held by most of our executive officers. Accordingly, our compensation committee made relatively minor and discrete adjustments to the compensation of our executive officers in fiscal 2017 and deferred broader adjustments for our current fiscal year ending on January 31, 2018 (~~fiscal 2018~~).

~~In fiscal 2017, the key highlights of our executive compensation program included:~~

•

~~Compensation Peer Group. We established a compensation peer group to ensure our executive compensation is comparable and competitive relative to similar companies.~~

•

~~Base Salary and Bonus Targets. We made no changes to base salaries of our executive officers, and adjusted the target bonuses only for Dr. Dietzen and Mr. Colgrove.~~

•

~~Equity Awards. We granted a restricted stock unit (~~~~RSU~~~~) award to Mr. Riitters with aone-year~~ vesting schedule to help ensure that his equity awards would deliver compensation and retention value closer to that provided to our other executive officers and companies in our compensation peer group. We did not grant additional equity to Dr. Dietzen and Messrs. Colgrove and Hatfield.

•

~~Bonuses Paid Based on Corporate Performance. We exceeded our corporate revenue targets and paid quarterly bonuses based on this performance.~~

~~Stockholder Advisory Vote on Executive Compensation~~

~~As described above, this year we will hold our firstnon-binding~~ ~~stockholder advisory votes on the fiscal 2017 compensation of our named executive officers (a~~~~Say-on-Pay~~~~vote), and on the frequency of any futureSay-on-Pay~~ votes. See the sections titled “Advisory Vote on Executive Compensation” and “Frequency of Advisory Vote on Executive Compensation” for more information. We value the opinions of our stockholders and will consider the outcome of future~~Say-on-Pay~~ ~~votes, as well as any feedback received throughout the year, when making compensation decisions for our executive officers.~~

~~Compensation Philosophy and Objectives~~

~~We are designing our executive compensation program to achieve the following objectives:~~

~~attract, motivate and retain executive officers of outstanding ability and potential;~~

~~motivate and reward behavior consistent with our corporate performance objectives; and~~

~~ensure that compensation is meaningfully tied to creation of stockholder value.~~


~~Pure Storage \| 2017 Proxy Statement~~		~~42.~~

We believe that our executive compensation program should include short-term and long-term elements and should reward consistent performance that meets or exceeds expectations. We evaluate both performance and compensation to ensure that the compensation provided to our executive officers remains competitive relative to compensation paid by similar companies operating in the technology industry, in particular comparable software and hardware companies, taking into account the role and performance of the individual executive and the performance and strategic objectives of Pure Storage.

~~Compensation Design~~

The compensation arrangements for our executive officers consist of base salary, performance-based cash bonuses, equity awards, and broad-based welfare and health benefit programs. While we offer cash compensation in the form of base salaries and quarterly cash bonuses, we intend equity compensation to be the central component of our executive compensation program.

We emphasize the use of equity to provide incentives for our executive officers to focus on the growth of our overall enterprise value and, correspondingly, to create value for our stockholders. Historically, we have provided equity compensation primarily in the form of stock options. In fiscal 2018, we started to broadly utilize RSU awards in our executive compensation program, including time-based RSU awards that typically vest over multi-year periods and performance-based RSU awards that may only be earned upon the achievement of company performance goals. We believe that RSU awards can align the interests of executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule, while managing dilution to existing investors and providing greater transparency and predictability to our executive officers with respect to the value of their compensation.

Our compensation committee reviews our executive compensation program at least annually. As part of this review process, our compensation committee applies the objectives described above within the context of our overall compensation philosophy while simultaneously considering the compensation levels needed to ensure our executive compensation program remains competitive. Our compensation committee also evaluates whether we are meeting our retention objectives and the potential cost of replacing key executive officers.

~~Compensation-Setting Process~~

Our compensation committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our compensation committee seeks input and receives recommendations from members of our executive team when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. Our compensation committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs. For additional information on our compensation committee, see “Board of Directors and Corporate Governance—Board Committees” elsewhere in this proxy statement.

~~Role of our Chief Executive Officer and Chief Financial Officer~~

In fiscal 2017, our CEO, CFO and human resources team assisted our compensation committee in evaluating the performance of our executive officers (other than their own performance), and making recommendations to our compensation committee with respect to base salary adjustments, target quarterly cash bonus opportunities, actual bonus payments, and equity awards for each executive officer. While our compensation committee takes these recommendations into consideration, it exercises its own independent judgment in approving the compensation of our executive officers.


		~~43.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Role of Compensation Consultant~~

In fiscal 2017, our compensation committee retained Compensia to provide advice regarding our executive compensation program. Pursuant to this engagement, Compensia performed the following projects for our compensation committee:

~~assisted in the development of the compensation peer group that we use to understand market competitive compensation practices;~~

~~provided compensation data and analysis of our executive compensation program, comparing our program to those of companies in our compensation peer group; and~~

~~advised on potential performance-based equity award structures and regulatory trends and developments relating to executive compensation.~~

Compensia does not provide any other services to us. Compensia maintains a conflict of interest policy that is specifically designed to prevent any conflicts of interest. In addition, our compensation committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act rules and the listing standards of NYSE, and concluded that no conflict of interest exists with respect to Compensia’s engagement by our compensation committee.

~~Compensation Peer Group~~

In April 2016, our compensation committee established a compensation peer group designed to reflect companies that are in applications software, systems software, internet software and services or information technology sectors, with similar revenues, significant revenue growth, headcount and~~mid-level~~ market capitalization. After considering analysis and data provided by Compensia, this compensation peer group was generally selected based on companies with revenues of .5 to 2.5 times our annual revenues, as well as market capitalization of .25 to 4 times our market capitalization. We had annual revenues and a market capitalization slightly above the averages in the compensation peer group. We also generally sought to include companies with revenue growth of greater than 30% where possible, though we had a substantially higher year-over-year revenue growth rate relative to the compensation peer group.

~~Our compensation peer group for fiscal 2017 consisted of the following companies:~~


~~Arista Networks~~		~~Nimble Storage~~
~~Box~~		~~Palo Alto Networks~~
~~Cornerstone OnDemand~~		~~Proofpoint~~
~~Demandware~~		~~ServiceNow~~
~~FireEye~~		~~Splunk~~
~~Imperva~~		~~Tableau Software~~
~~Marketo~~		~~Workday~~
~~NetSuite~~		~~Zendesk~~
~~New Relic~~

Our compensation committee considers the compensation levels of the executives at the companies in our compensation peer group to provide general guidance and a benchmark for market practices, without rigidly setting compensation based on specific percentiles relative to the peer group.


~~Pure Storage \| 2017 Proxy Statement~~		~~44.~~

~~Elements of Our Executive Compensation Program~~

~~Our executive compensation program consists of three principal components:~~

~~base salary;~~

~~cash bonuses; and~~

~~equity compensation.~~

~~Base Salary~~

~~We offer base salaries that are intended to provide a stable level of fixed compensation to our executive officers for performance of theirday-to-day~~ ~~responsibilities. Each executive officer’s base salary was originally established as the result ofarm’s-length~~ negotiation with the individual at the time of his or her initial hiring. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted. In April 2016, our compensation committee reviewed the base salaries of our executive officers and, after considering analysis performed by Compensia, determined to maintain their annual base salaries at their existing levels. The base salaries paid to our named executive officers during fiscal 2017 are set forth in the Summary Compensation Table below.

~~Quarterly Cash Bonuses~~

We provide our executive officers (other than Mr. Hatfield in fiscal 2017) the opportunity to receive quarterly cash bonuses, in the same form available to many of our employees. These cash bonuses are intended to encourage the achievement of corporate performance objectives, in particular corporate revenue targets. In April 2016, our compensation committee reviewed the target cash bonus amounts and, after considering analysis performed by Compensia, decided to increase the total annual target bonus amounts for Dr. Dietzen and Mr. Colgrove each from $100,000 to $200,000, effective as of May 1, 2016, to make our cash compensation more competitive for these executive officers. Our compensation committee determined that executive cash compensation was low compared to companies in our peer group, with total target cash compensation for our executive officers typically below the 25th percentile of companies in our peer group. The target bonus increases above brought Dr. Dietzen and Mr. Colgrove roughly in line with the 25th percentile for total cash compensation. Our compensation committee deferred adjustments to Mr. Riitters’ target cash bonus to fiscal 2018, in part due to the retention equity award granted to him as described below.

The performance objectives for these quarterly cash bonuses were tied to quarterly revenue targets, with a premium for over-achievement, though our compensation committee had ultimate discretion to determine the amount of bonus for each performance period. We exceeded our corporate revenue targets in each quarter of fiscal 2017, delivering $139.9, $163.2, $197.0 and $227.9 million against quarterly revenue targets of $135.0, $153.0, $191.0 and $223.0 million for our first, second, third and fourth quarters, respectively.


		~~45.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~The following table provides information regarding the quarterly payout level achieved and the actual quarterly cash bonuses earned by our named executive officers during fiscal 2017:~~

~~Named Executive Officer~~

~~Performance~~
~~Period~~

~~Target~~
~~Quarterly~~
~~Bonus~~

~~Payout~~
~~Percentage~~

~~Actual~~
~~Quarterly~~
~~Bonus~~
~~Earned~~

~~Scott Dietzen~~

~~First Quarter~~

~~Second Quarter~~

~~Third Quarter~~

~~Fourth Quarter~~

~~Total Fiscal 2017~~

~~25,000~~

~~50,000~~

~~175,000~~

~~105.2~~

~~108.0~~

~~104.0~~

~~103.0~~

~~26,300~~

~~54,000~~

~~52,000~~

~~51,500~~

~~183,800~~

~~John Colgrove~~

~~First Quarter~~

~~Second Quarter~~

~~Third Quarter~~

~~Fourth Quarter~~

~~Total Fiscal 2017~~

~~25,000~~

~~50,000~~

~~175,000~~

~~105.2~~

~~108.0~~

~~104.0~~

~~103.0~~

~~26,300~~

~~54,000~~

~~52,000~~

~~51,500~~

~~183,800~~

~~Timothy Riitters~~

~~First Quarter~~

~~Second Quarter~~

~~Third Quarter~~

~~Fourth Quarter~~

~~Total Fiscal 2017~~

~~32,500~~

~~130,000~~

~~105.2~~

~~108.0~~

~~104.0~~

~~103.0~~

~~34,190~~

~~35,100~~

~~33,800~~

~~33,475~~

~~136,565~~

Historically, instead of a cash bonus, Mr. Hatfield was eligible to receive commissions, payable based on achievement of ambitious bookings, new customer and gross margin targets, derived from the fiscal year operating plan approved by our board of directors. Our compensation committee felt that this plan would serve as an effective motivational tool for Mr. Hatfield in driving the growth and long-term health of our business. The fiscal 2017 targets were based on our historical operating results and growth rates, and believed to be achievable only with significant effort and dedication from Mr. Hatfield and our overall team. These targets were viewed as difficult to achieve because they represented significant increases over the results for the prior fiscal year, and attaining those goals required Mr. Hatfield and our field teams to engage with a substantially larger number of potential customers and book a higher aggregate amount of new and larger sales. There was no minimum or maximum threshold for payment. We do not publicly disclose specific plan information and, if disclosed, we believe that information would provide competitors and others with insights into our operations and sales compensation programs that would be harmful to us.

~~In fiscal 2018, we transitioned Mr. Hatfield to a quarterly cash bonus opportunity similar to our other executive officers. Mr. Hatfield has broad responsibility for allgo-to-market~~ ~~strategy and execution at Pure Storage, and we believe this transition is appropriate as our company matures, encouraging consistent priorities across our executive team.~~

~~Equity Compensation~~

We believe that strong long-term corporate performance is achieved with a compensation program that encourages a long-term focus by our executive officers through the use of equity compensation, the value of which depends on the performance of our common stock. For this reason, our long-term incentive compensation to date has been provided largely in the form of equity awards. Historically, we used stock options to help align the interests of our executive officers with the interests of our stockholders and to enable them to participate in the appreciation of our common stock.

~~As we continue our transition following our initial public offering, we plan to grant RSUs as a significant component of our executive compensation program. We intend to use RSU awards with~~


~~Pure Storage \| 2017 Proxy Statement~~		~~46.~~

both time-based and performance-based vesting requirements to retain, motivate and reward our executive officers. Because RSU awards have value to the recipient even in the absence of stock price appreciation, we are able to incent and retain our executive officers using fewer shares of our common stock than would be necessary if we used stock options as our sole form of equity awards. In addition, since the value of these RSUs increases with any increase in the value of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders.

The size and form of the equity awards for our executive officers are determined in the discretion of our compensation committee at a level that it believes is competitive with current market conditions (as reflected by our compensation peer group), and after taking into consideration each individual executive officer’s role and the scope of his or her responsibilities, his or her experience, his or her past performance and expected future contributions, his or her current equity holdings and the potential equity awards of our other executive officers.

In April 2016, our compensation committee reviewed the outstanding equity awards held by our executive officers and considered analysis performed by Compensia, as well as factors such as the significant unvested equity awards held by most of our executive officers, the recent volatility in the price of our common stock and the desire of our compensation committee to conduct a broader compensation program review in the next fiscal year, after completion of our first full fiscal year as a public company. Based on that review, our compensation committee decided not to grant additional equity awards to our executive officers during fiscal 2017, other than a short-term retention RSU award to Mr. Riitters covering 35,000 shares of our common stock that vested as to 1/4th of the shares every quarter after June 20, 2016, such that the award would vest in full by June 2017. This short-term retention award was made in light of the low value of Mr. Riitters’ existing stock awards, relative to our other executive officers and chief financial officers at companies in our compensation peer group.

Over the course of fiscal 2017, our compensation committee met and discussed the design and implementation of a more robust, long-term equity compensation program with RSU awards, with a multi-year horizon and both time-based and performance-based vesting requirements as central components. In March 2017, after the end of fiscal 2017, our compensation committee approved RSU awards to our executive officers that included (i) time-based RSUs, with quarterly vesting over three years, and (ii) performance-based RSUs, with the earned share amount to be adjusted up or down from 0% to 150% of the target share amount, based on achievement of performance criteria tied to the annual revenue for fiscal 2018. The earned performance-based RSUs vest over a three-year period, with 1/3rd vesting in April 2018 and the remainder vesting quarterly thereafter. Each of our executive officers received 50% time-based RSUs and 50% performance-based RSUs, except Mr. Riitters who was granted more time-based RSUs in light of the relatively low value of Mr. Riitters’ existing stock awards. See the section titled “Employment, Severance and Change in Control Agreements” below for additional details about these grants. This process and the applicable grants will be discussed in the proxy statement relating to executive compensation earned in fiscal 2018.

~~Benefits Programs~~

Our employee benefit programs, including our 401(k) plan, employee stock purchase plan, and health, and welfare programs, are designed to provide a competitive level of benefits to our employees generally, including our executive officers and their families. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees.


		~~47.~~		~~Pure Storage \| 2017 Proxy Statement~~

~~Perquisites and Other Personal Benefits~~

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites to our executive team. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive in the performance of his or her duties, to make our executive team more efficient and effective and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be subject to review and approval by our compensation committee.

~~Post-Employment Compensation~~

Our executive officers and certain other employees are eligible to receive severance payments, equity acceleration and benefits in the event of a termination of employment in connection with a change in control of Pure Storage. Our compensation committee has determined that these arrangements are both competitively reasonable and necessary to recruit and retain key executives. The material terms of these post-employment payments to named executive officers are set forth below in the section titled “Employment, Severance and Change in Control Agreements.”

~~Other Compensation Policies~~

~~Equity Awards Grant Policy~~

~~Our compensation committee has adopted a policy governing equity awards that are granted to ournon-executive~~ employees. Equity awards to our executive officers or members of our board of directors must be approved either by our board of directors or our compensation committee at a meeting or by unanimous written consent. This policy provides that the CEO may make awards to~~non-executive~~ employees within prescribed limits. Generally, equity awards will be effective on the 20th day of the second month of the fiscal quarter. The exercise price of all stock options and stock appreciation rights must be equal to or greater than the fair market value of our common stock on the date of grant.

~~Derivatives Trading and Hedging Policy~~

~~Our insider trading policy prohibits the trading of derivatives or the hedging of our equity securities by our employees, including our executive officers and members of our board of directors.~~

~~Policy regarding10b5-1~~ ~~Plans for Directors and Executive Officers~~

Our insider trading policy generally requires that our executive officers and members of our board of directors may not trade in our equity securities during “blackout” periods and that such individuals must~~pre-clear~~ ~~trades or adopt plans in accordance with Exchange Act Rule10b5-1~~ ~~for sales of securities which they beneficially own.~~


~~Pure Storage \| 2017 Proxy Statement~~		~~48.~~

~~Compensation Policies and Practices as they relate to Risk Management~~

Our compensation committee has reviewed our executive and employee compensation programs, and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for our compensation committee’s determination include the following:

Section 162(m) limits the amount that we may deduct from our federal income taxes for remuneration paid to certain of our executive officers to $1 million per executive officer per year, unless the remuneration is exempt from this limitation. Section 162(m) provides an exception from this deduction limitation for “qualified performance-based compensation” as well as for the gain recognized by executive officers upon the exercise of qualifying compensatory stock options. Gains from the settlement of RSU awards and bonus payments to the covered executive officers may not be tax deductible.

We generally believe the income from the majority of our cash compensation paid will be deductible. In addition, we believe that income from the exercise of stock options will be deductible. However, income from the settlement of RSUs may not be deductible in future periods. While our compensation committee is mindful of the benefit to us of the full deductibility of the compensation paid to our executive officers and will consider deductibility when analyzing potential compensation alternatives, our compensation committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our

executive officers in a manner that can best promote our corporate objectives. Therefore, our compensation committee has not adopted a policy that requires that all compensation to be deductible for income tax purposes.

~~We did not provide any executive officer, including any named executive officer, with a“gross-up”~~ or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during fiscal 2017, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a~~“gross-up”~~ ~~or other reimbursement.~~

We account for stock compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSU awards, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the three-year or four-year vesting period of the award). Compensation expense for shares acquired through our Employee Stock Purchase Plan (~~ESPP~~) is recognized over the offering period. We estimate the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below.

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on such review and discussions, the compensation committee recommended to the Pure Storage board of directors that the Compensation Discussion and Analysis be incorporated by reference in Pure Storage’s Annual Report on Form~~10-K~~ ~~for fiscal 2017 and included in this proxy statement.~~

~~The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 2017 and the prior two fiscal years.~~

The following table presents information regarding each grant of a cash or equity award made during fiscal 2017. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.

The following table presents information regarding outstanding equity awards held by our named executive officers as of January 31, 2017. All option awards were granted under our 2009 Equity Incentive Plan and stock awards were granted under our 2015 Equity Incentive Plan.

As of January 31, 2017, Dr. Dietzen held, through the Dietzen Living Trust, 76,929 shares our common stock that were early exercised pursuant to an option granted to him on June 6, 2012, 38,464 of these shares vest on the 20th day of each month, and Mr. Colgrove held, though the Colgrove Family Living Trust, 375,000 shares our common stock that were early exercised pursuant to an option granted on January 30, 2014, 25,000 of these shares vest on the 1st day of each month. These shares were unvested as of January 31, 2017, and further release from our right of repurchase was subject to such executive officer’s continued service.

The following table summarizes the value realized by our named executive officers due to restricted stock unit awards vested during fiscal 2017. No options were exercised by our named executive officers during fiscal 2017.

~~We have offer letters with each of our executive officers, other than Mr. Colgrove. The offer letters generally provide forat-will~~ employment and set forth the executive officer’s initial base salary, initial equity grant amount, eligibility for employee benefits and in some cases severance benefits upon a qualifying termination of employment. In addition, each of our named executive officers has executed our standard proprietary information and inventions agreement. The key terms of employment with our executive officers are described below. Please see “Outstanding Equity Awards as of January 31, 2017” above for a presentation of equity awards held by our named executive officers.

In September 2010, we entered into an offer letter agreement with Scott Dietzen, our Chief Executive Officer. Dr. Dietzen’s current annual base salary is $250,000. Effective March 1, 2017, Dr. Dietzen is eligible to earn a bonus with an annual target of $250,000 to be paid in quarterly installments based on the achievement of corporate revenue targets, as determined by our compensation committee.

If, on or within 12 months following a change in control, Dr. Dietzen’s employment is terminated without cause or he terminates his employment for good reason, all outstanding shares subject to his outstanding option awards shall vest in full as of his termination date. Dr. Dietzen must sign a release of claims agreement as a~~pre-condition~~ ~~of receiving this termination benefit.~~

Mr. Colgrove’s current annual base salary is $300,000. Effective March 1, 2017, Mr. Colgrove is eligible to earn a bonus with an annual target of $200,000 to be paid in quarterly installments based on the achievement of corporate revenue targets, as determined by our compensation committee.

If Mr. Colgrove’s employment is terminated without cause or he terminates his employment for good reason on or within 18 months following a change in control, all unvested shares of stock subject to his outstanding option awards shall immediately become fully vested.

In November 2012, we entered into an offer letter agreement with David Hatfield, our President. Mr. Hatfield’s current annual base salary is $325,000. Effective February 1, 2017, Mr. Hatfield is eligible to earn a bonus with an annual target of $325,000 to be paid in quarterly installments based on the achievement of corporate revenue targets, as determined by our compensation committee.

Pursuant to the terms of his offer letter, if Mr. Hatfield’s employment is terminated without cause or he terminates his employment for good reason, and other than as result of his death or disability, he will be eligible to receive certain severance benefits, the conditions of which vary depending on whether such termination occurs in connection with a change in control. If termination of employment occurs absent a change in control, Mr. Hatfield will be eligible to receive continuation of his base salary and reimbursement of COBRA payments for a period of nine months and vesting of 25% of the then-unvested shares subject to any then-outstanding stock options. If termination of employment occurs on or within 18 months following a change in control, Mr. Hatfield will be eligible to receive the salary and COBRA payments as described in the preceding sentence and vesting of all of the then-unvested shares subject to any then outstanding stock options. Mr. Hatfield must sign a release of claims agreement as a~~pre-condition~~ ~~of receiving these termination benefits.~~

In August 2014, we entered into an offer letter agreement with Timothy Riitters, our Chief Financial Officer. Mr. Riitters’ current annual base salary is $330,000. Effective March 1, 2017, Mr. Riitters is eligible to earn a bonus with an annual target of $170,000 to be paid in quarterly installments based on the achievement of corporate revenue targets, as determined by our compensation committee.

Pursuant to the terms of his offer letter, if Mr. Riitters’ employment is terminated without cause or if he terminates his employment for good reason, and other than as result of his death or disability, he will be eligible to receive certain severance benefits, the conditions of which vary depending on whether such termination occurs in connection with a change in control. If termination of employment occurs absent a change in control, Mr. Riitters will be eligible to receive continuation of his base salary and reimbursement of COBRA payments for a period of nine months and he will continue to vest in his option for six months after the date of such termination. If termination of employment occurs on or within 12 months following a change in control, Mr. Riitters will be eligible to receive the salary and COBRA payments as described in the preceding sentence and vesting of all of the then-unvested shares subject to any then outstanding stock options. Mr. Riitters must sign a release of claims agreement as a~~pre-condition~~ ~~of receiving these termination benefits.~~

~~In September 2015, we adopted a Change in Control Severance Benefit Plan (the~~~~Severance Plan~~). Employees with the title of vice president or above, including each of our executive officers, are eligible participants under the Severance Plan. Under the Severance Plan, each eligible participant who suffers an involuntary termination within the period starting three months prior to a change in control and ending on the~~12-month~~ anniversary of the change in control, will receive (i) a lump sum cash payment equal to six months of the participant’s then-current base salary, (ii) a lump sum cash payment equal to six months of the participant’s then-current annual target bonus, (iii) up to six months of company-paid health insurance coverage, and (iv) accelerated vesting of 100% of the shares subject to each time-based vesting equity award held by such participant. These benefits are subject to

a “best after tax” provision in the case the benefits would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the Code. If an employee is an eligible participant and otherwise eligible to receive severance benefits under the Severance Plan that are of the same category and would otherwise duplicate the benefits available under the terms of any other agreement the participant has with us, the participant will receive severance benefits under such other agreement in lieu of any Severance Plan benefits to the extent such benefits are duplicative, and severance benefits will be provided under the Severance Plan only to the extent, if any, that Severance Plan benefits are not duplicative benefits.

The following table provides an estimate of the value of the compensation and benefits due to each of our named executive officers assuming a termination without cause or if he terminates his employment for good reason, effective as of January 31, 2017, other than in connection with a change of control, under the agreements described above. The actual amounts to be paid can only be determined at the time of such event.

~~Potential Payments Upon Termination or Resignation in connection with a Change of Control~~

The following table provides an estimate of the value of the compensation and benefits due to each of our named executive officers assuming a termination without cause or if he terminates his employment for good reason, effective as of January 31, 2017, in connection with a change of control, under the agreements and the Severance Plan described above. The actual amounts to be paid can only be determined at the time of such event.

The following table summarizes our equity compensation plan information as of January 31, 2017. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.

The following is a summary of transactions, since the beginning of our last fiscal year, to which we have been a participant, in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

We are a party to an investor rights agreement with certain holders of our common stock, including Mike Speiser and Frank Slootman (members of our board of directors) and entities affiliated with Greylock Partners, Index Ventures and Sutter Hill Ventures, with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing. Aneel Bhusri, Michelangelo Volpi and Mike Speiser, members of our board of directors, are affiliated with Greylock Partners, Index Ventures and Sutter Hill Ventures, respectively.

We have entered into offer letters with our executive officers and have adopted a Change in Control Severance Benefit Plan. For more information regarding these arrangements, see the section titled “Employment, Severance and Change of Control Agreements.”

We have granted equity awards to our executive officers and certain members of our board of directors. For a description of these equity awards, see the sections titled “Executive Compensation” and “Director Compensation.”

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws will provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and bylaws will also provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

We have adopted a policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, will not be permitted to enter into a related-party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the event it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related-party’s interest in the transaction.

Our board of directors knows of no other matters that will be presented for consideration at the virtual annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the associated proxy to vote on such matters in accordance with their best judgment.

such compliance, no Purchase Rights will be ~~reflected in resolutions, not inconsistent with~~exercised on such Purchase Date, and the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

~~(ii) Section 162(m) and Rule 16b-3 Compliance.~~ ~~The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.~~

~~(d) Delegation to an Officer.~~ The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees;~~provided, however~~, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock AwardsPurchase Date will be granted on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(w)(iii) below.

~~(e) Effect of Board’s Decision.~~ ~~All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.~~

~~3. Shares Subject to the Plan.~~

~~(a) Share Reserve.~~Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 27,000,000 shares (the “~~Share Reserve~~~~”).~~

In addition, the Share Reserve will automatically increase on the first day of each fiscal year, for a period of not more than ten years from the date the Plan is approved by the stockholders of the Company, commencing on February 1 in the calendar year following the calendar year in which the IPO Date occurs and ending on (and including) February 1, 2025, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on the last day of the calendar month prior to the date of such automatic increase. Notwithstanding the foregoing, the Board may act prior to the first day of a given fiscal year to provide that there will be no increase in the Share Reserve for such fiscal year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as

permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

~~(b) Reversion of Shares to the Share Reserve.~~~~If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (~~~~i.e.~~, the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.

~~(c) Incentive Stock Option Limit.~~Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 135,000,000 shares of Common Stock.

~~(d) Section 162(m) Limitations~~. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, the following limitations shall apply.

~~(i)~~A maximum of 3,000,000 (6,000,000 in the year of hire) shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award is granted may be granted to any one Participant during any one calendar year. Notwithstanding the foregoing, if any additional Options, SARs or Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award are granted to any Participant during any calendar year, compensation attributable to the exercise of such additional Stock Awards will not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such additional Stock Award is approved by the Company’s stockholders.

~~(ii)~~A maximum of 3,000,000 (6,000,000 in the year of hire) shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of the Performance Goals).

~~(iii)~~~~A maximum of US$5,000,000 may be granted as a Performance Cash Award to any one Participant during any one calendar year.~~

~~(e) Source of Shares.~~ ~~The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.~~

~~4. Eligibility.~~

~~(a) Eligibility for Specific Stock Awards~~. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or a “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock

~~Options may be granted to Employees, Directors and Consultants;~~~~provided, however~~, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of the Code.

~~(b) Ten Percent Stockholders.~~ A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant.

~~5. Provisions Relating to Options and Stock Appreciation Rights.~~

Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical;~~provided, however~~~~, that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:~~

~~(a) Term.~~ Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the date of its grant or such shorter period specified in the Award Agreement.

~~(b) Exercise Price.~~ Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.

~~(c) Purchase Price for Options.~~ The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:

~~(i)~~~~by cash, check, bank draft or money order payable to the Company;~~

~~(ii)~~pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

~~(iii)~~~~by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;~~

~~(iv)~~if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price;~~provided, however~~, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

~~(v)~~~~in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.~~

~~(d) Exercise and Payment of a SAR.~~ To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.

~~(e) Transferability of Options and SARs.~~ The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs will apply:

~~(i) Restrictions on Transfer.~~ An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration.

~~(ii) Domestic Relations Orders.~~ Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2) or comparable local law. If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

~~(iii) Beneficiary Designation.~~ ~~Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company (or a third party designated by the Company, each a “~~~~Company Designee~~”), in a form approved by the Company (or a Company Designee), designate a third party who, on the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate or the Participant’s legal heirs will be entitled to exercise the

Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.

~~(f) Vesting Generally.~~ The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

~~(g) Termination of Continuous Service.~~ Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date 3 months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.

~~(h) Extension of Termination Date.~~ If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.

~~(i) Disability of Participant.~~ Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

~~(j) Death of Participant.~~ Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (x) in its entirety including shares that the Participant was not otherwise entitled to exercise as of the date of termination of Continuous Service in the event of a termination under (i) above, or (y) to the extent the Participant was entitled to exercise such Option or SAR as of the date of death in the event of a termination under (ii) above by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.

~~(k) Termination for Cause.~~ Except as explicitly provided otherwise in the applicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the date of such termination of Continuous Service.

~~(l) Non-Exempt Employees~~. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stockdelayed until at least six months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the U.S. Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the U.S. Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

~~6. Provisions of Stock Awards other than Options and SARs.~~

~~(a) Restricted Stock Awards.~~ Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board will deem appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

~~(i) Consideration.~~ A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

~~(ii) Vesting.~~~~Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.~~

~~(iii) Termination of Participant’s Continuous Service.~~ ~~If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of~~ the shares of Common Stock ~~held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.~~

~~(iv) Transferability.~~ ~~Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as~~ are ~~set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains~~ subject to such an effective registration statement and the ~~terms of~~Plan is in material compliance, except that the ~~Restricted Stock Award Agreement.~~

~~(v) Dividends.~~~~A Restricted Stock Award Agreement may provide that any dividends paid~~Purchase Date will in no event be more than 6 months from the Offering Date. If, on ~~Restricted Stock will be subject~~the Purchase Date, as delayed to the ~~same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.~~

~~(b) Restricted Stock Unit Awards.~~Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:

~~(i) Consideration.~~ At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, andmaximum extent permissible, ~~under applicable law.~~

~~(ii) Vesting.~~At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

~~(iii) Payment~~. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

~~(iv) Additional Restrictions.~~~~At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of~~ the shares of Common Stock ~~(or their cash equivalent) subject to a Restricted Stock Unit Award to a time after~~are not registered and the ~~vesting of such Restricted Stock Unit Award.~~

~~(v) Dividend Equivalents.~~~~Dividend equivalents may be credited~~Plan is not in ~~respect of shares of Common Stock covered by a Restricted Stock Unit Award,~~material compliance with all applicable laws or regulations, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

~~(vi) Termination of Participant’s Continuous Service.~~Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

~~(c) Performance Awards~~.

~~(i) Performance Stock Awards~~. A Performance Stock Award is a Stock Award (covering a number of shares not in excess of that set forth in Section 3(d) above) that is payable (including that may be granted, may vest or may be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.

~~(ii) Performance Cash Awards~~. A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d) above) that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. The Board may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.

~~(iii) Board Discretion~~. The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.

~~(iv) Section 162(m) Compliance~~. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date 90 days after the commencement of the applicable Performance Period, and (b) the date on which 25% of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such Performance Goals relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction of, or completion of any Performance Goals, the number of shares of Common Stock, Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee,Company in its sole discretion, no Purchase Rights will ~~determine.~~

~~(d) Other Stock Awards~~. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be ~~granted either alone or in addition to Stock Awards provided for under Section 5~~exercised and ~~the preceding provisions of this Section 6. Subject~~all accumulated but unused Contributions will be distributed as soon as practicable to the provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

~~7. Covenants of the Company.~~

~~(a) Availability of Shares.~~ ~~The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Awards.~~

~~(b) Compliance with Law.~~Participants without interest.



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DATE AND TIME	LOCATION	RECORD DATE
June 20, 2019 at 10:00 a.m. PT	Via live webcast at www.virtualshareholdermeeting.com/ PSTG2019	April 25, 2019. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.


~~Scott Dietzen~~
~~Chief Executive Officer~~ PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our board of directors and audit committee believe that the continued retention of Deloitte & Touche LLP for the fiscal year ending January 31, 2020 is in the best interests of our company and its stockholders. As a matter of good corporate governance, our board of directors is asking stockholders to ratify the audit committee’s selection of the independent registered public accounting firm.
The board of directors recommends a vote FORthis proposal

	2.FOR each Class I director nominee
PROPOSAL 2:To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending January 31, ~~2018;~~ 2020;

	3.FOR
PROPOSAL 3:To ~~consider~~approve an ~~advisory vote on Pure Storage’s executive compensation, as described in this proxy statement;~~ amendment to our 2015 Employee Stock Purchase Plan;

	4.FOR
PROPOSAL 4:To consider an advisory vote on the ~~frequency~~compensation of ~~future stockholder advisory votes on Pure Storage’s~~our named executive ~~compensation;~~ officers, as described in this proxy statement; and

	5.FOR
To ~~re-approve~~PROPOSAL 5: ~~the provisions of the 2015 Equity Incentive Plan relating to Section 162(m) of the Internal Revenue Code of 1986; and~~



PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
Charles Giancarlo, John Colgrove and Scott Dietzen have been nominated for election as Class I directors. Our board of directors and nominating and corporate governance committee believe that the director nominees possess the necessary qualifications to provide effective oversight of the ~~Board of Directors~~ business and quality advice to our broader management team.
The board of directors recommends a vote FOReach nominee



PROPOSAL 3: APPROVE AN AMENDMENT TO OUR 2015 EMPLOYEE STOCK PURCHASE PLAN
Our board of directors and compensation committee believe it is in the best interests of our company to increase the number of shares reserved for issuance under the 2015 Employee Stock Purchase Plan by 5,000,000 shares.
The board of directors recommends a vote FORthis proposal



PROPOSAL 4: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Our executive compensation program is designed to promote long-term stockholder value creation and support our strategy by encouraging growth while prudently managing profitability and risk, attracting and retaining key talent, and appropriately aligning pay with performance.
The board of directors recommends a vote FORthis proposal



REVENUES		ADDITIONAL HIGHLIGHTS

(in billions)		ü We maintained our industry-leading gross product margins. ü We grew our international revenue from 26% of revenue in fiscal 2018 to 28% of revenue in fiscal 2019. ü We exceeded our operating margin guidance for the full year. ü We increased our total customer count to over 5,800, up from 4,500 a year prior, an increase of 30% year over year. ü We continued our industry-leading delivery of important new products opening up new markets.



					Board Committees
Name	Class	Age	Independent	Director Since	Audit	Compensation	Nominating and Corporate Governance
2019 Director Nominees
Charles Giancarlo Chairman and Chief Executive Officer	I	61	No	2017
Scott Dietzen Vice Chairman and Former CEO, Pure Storage	I	56	No	2010
John “Coz” Colgrove Chief Technology Officer, Pure Storage	I	56	No	2009
Continuing Directors
Roxanne Taylor Former Chief Marketing and Communications Officer, Accenture	II	62	Yes	2019
Susan Taylor Chief Accounting Officer, Facebook	III	50	Yes	2018
Mike Speiser Managing Director, Sutter Hill Ventures	II	48	Yes	2009
Mark Garrett Former Chief Financial Officer, Adobe Systems	II	61	Yes	2015
Anita Sands Former Group Managing Director and Head of Change Leadership, UBS Financial Services	III	42	Yes	2015
Frank Slootman Chief Executive Officer, Snowflake and Former CEO, ServiceNow	II	60	Yes	2014
Jeff Rothschild Advisor and Venture Partner, Accel Partners	III	64	Yes	2018



~~Questions and Answers~~	Chair	2Member	Member/Financial Expert	Chair/Financial Expert



	2019 PROXY STATEMENT	3



	2019 PROXY STATEMENT	5



DIRECTOR TENURE


GENDER DIVERSITY		INDEPENDENCE


	2019 PROXY STATEMENT	7


~~Proposal 1 – Election Of Directors~~			8

~~Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm~~			13

~~Proposal 3 – Advisory Vote on Executive Compensation~~			15

~~Proposal 4 – Frequency of Advisory Vote on Executive Compensation~~			16

~~Proposal 5 –Re-approval~~ ~~of the Provisions of the 2015 Equity Incentive Plan relating to Section 162(m) of the Internal Revenue Code~~			17

~~Board of Directors and Corporate Governance~~			29

~~Security Ownership~~			36

~~Executive Compensation~~			41

~~Transactions With Related Persons~~			58

~~Other Matters~~			59

~~Appendix A – 2015 Equity Incentive Plan~~			~~A-1~~



~~Pure Storage, Inc.~~WHAT WE DO		WHAT WE DON’T DO
• Performance-based cash and equity incentives • Caps on performance-based cash and equity incentive compensation • 100% independent directors on our compensation committee • Independent compensation consultant engaged by our compensation committee • Annual review and approval of our compensation strategy • Significant portion of executive compensation based on corporate metrics • Three-year equity award vesting period in addition to performance requirements • Limited and modest perquisites		• No “single trigger” change of control payments or benefits • No post-termination retirement or pension-type non-cash benefits • No perquisites other than those available to our employees generally • No tax gross-ups for change of control payments or benefits



Proxy Statement Summary	5	Our Executive Officers	36
		Compensation Discussion and Analysis	38
Proposal 1 – Election of Directors	11
		Executive Compensation	48
Nominees for Election Until the 2022 Annual Meeting of Stockholders
	12	Summary Compensation Table for Fiscal 2019	48
Board of Directors Role and Responsibilities	17	Grants of Plan–Based Awards Table in Fiscal 2019	49
Board Structure and Processes	20	Outstanding Equity Awards as of January 31, 2019	50
Transactions with Related Persons	24	Stock Awards Vested and Options Exercised in Fiscal 2019
Director Compensation	25	Stock Awards Vested and Options Exercised in Fiscal 2019	51
		Employment, Severance and Change in Control Agreements
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm		Employment, Severance and Change in Control Agreements	51
	28	Pay Ratio Information	54

Pre-Approval Policies and Procedures	29	Stock Ownership Information	55
Audit Committee Report	29
		Security Ownership	55
Proposal 3 – Approval of Amendment to 2015 Employee Stock Purchase Plan		Delinquent Section 16(a) Reports	56
	30	Equity Compensation Plan Information	57

Proposal 4 – Advisory Vote on Executive Compensation		Questions and Answers about These Proxy Materials and Voting
Proposal 4 – Advisory Vote on Executive Compensation	35		58

Compensation Committee Report	35	Appendix A	A-1



PROPOSAL 1 ELECTION OF DIRECTORS
Our board of directors recommends a vote FOR all Class I director nominees.



		CHARLES GIANCARLO Chairman

Chairman and Chief Executive Officer Age: 61 Director Since: August 2017 Committee: None		BACKGROUND Mr. Giancarlo has served as our Chief Executive Officer since August 2017, and as our Chairman since September 2018. Mr. Giancarlo previously served as Managing Director, Head of Value Creation and later Senior Advisor at Silver Lake Partners, a private investment firm, from 2007 to 2015, where he focused on investment and business improvement opportunities for Silver Lake’s portfolio companies. From 2008 to 2009, Mr. Giancarlo served as Interim President and CEO of Avaya. Prior to that, from 1993 to 2007, Mr. Giancarlo served in senior executive roles at Cisco Systems, including Chief Technology Officer and Chief Development Officer and is credited with introducing many new technologies including Ethernet Switching, WiFi, IP Telephony and Telepresence. Mr. Giancarlo currently serves on the boards of directors of Arista Networks, Inc. and zScaler, Inc. Mr. Giancarlo previously served on the boards of directors of Accenture plc, Netflix, ServiceNow, Avaya, Imperva and Tintri. Mr. Giancarlo received a B.S. in Engineering from Brown University, a M.S. in Electrical Engineering from the University of California, Berkeley, and an M.B.A. from Harvard Business School. QUALIFICATIONS FOR BOARD SERVICE Mr. Giancarlo’s qualifications for board service include his extensive executive leadership and operational experience, as well as his relevant industry knowledge.



		JOHN “COZ” COLGROVE

Founder, Chief Technology Officer and Director Age: 56 Director Since: October 2009 Committee: None		BACKGROUND Mr. Colgrove has served as our Chief Technology Officer and as a member of our board of directors since founding Pure Storage in October 2009. In 2009, Mr. Colgrove served as an Entrepreneur in Residence at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow and Chief Technology Officer for the Datacenter Management Group of Symantec. Mr. Colgrove was one of the founding engineers and a Fellow at Veritas Software Corp., a provider of storage management solutions, which merged with Symantec in 2005. Mr. Colgrove earned his B.S. in Computer Science from Rutgers University and holds over 150 patents in the areas of system, data storage and software design. QUALIFICATIONS FOR BOARD SERVICE Mr. Colgrove’s qualifications for board service include his industry knowledge and his experience as a founder of Pure Storage, as well as his leadership experience and deep technical expertise.



		SCOTT DIETZEN

Vice Chairman and Director Age: 56 Director Since: October 2010 Committee: None		BACKGROUND Dr. Dietzen has served as our Vice Chairman since September 2018. Dr. Dietzen previously served as our Chief Executive Officer from October 2010 to August 2017, and as our Chairman from August 2017 to September 2018. From 2007 to 2009, Dr. Dietzen served in various roles at Yahoo! Inc., an internet technology company, including as interim Senior Vice President of Yahoo! Communications and Communities. From 2005 to 2007, Dr. Dietzen served as President and Chief Technology Officer of Zimbra, Inc., a provider of open source messaging and collaboration software until its sale to Yahoo! in 2007. From 1998 to 2004, Dr. Dietzen served in various roles at BEA Systems, Inc., including as BEA Systems’ Chief Technology Officer. He had served as Vice President, Marketing at WebLogic, Inc., a provider of web application servers, which BEA Systems acquired in 1998. Dr. Dietzen previously served as Principal Technologist at Transarc Corporation, a filesystem software company that was acquired by IBM. He earned a B.S. in Applied Mathematics and Computer Science and a M.S. and Ph.D. in Computer Science from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Dietzen’s qualifications for board service include his deep technology background and his extensive leadership experience across a range of technology companies.



		MARK GARRETT Independent

Former Chief Financial Officer, Adobe Systems Age: 61 Director Since: July 2015 Committee: Audit Committee (Chair)		BACKGROUND From February 2007 to April 2018, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Adobe Systems Incorporated, a producer of creative and digital marketing software. From 2004 to 2007, Mr. Garrett served as Senior Vice President and Chief Financial Officer of the Software Group of EMC Corporation, an information technology company. From 2002 to 2004 and from 1997 to 1999, Mr. Garrett served as Executive Vice President and Chief Financial Officer of Documentum, Inc., including throughout its acquisition by EMC in December 2003. Mr. Garrett currently serves on the board of directors of Cisco Systems, Inc. and GoDaddy, Inc. Mr. Garrett previously served on the boards of directors of Model N, Inc. from 2008 to 2016 and Informatica Corporation from 2008 to 2015. Mr. Garrett earned a B.S. in accounting and marketing from Boston University and an M.B.A. from Marist College. QUALIFICATIONS FOR BOARD SERVICE Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.



		MIKE SPEISER Independent

Managing Director, Sutter Hill Ventures Age: 48 Director Since: October 2009 Committee: None		BACKGROUND Since 2008, Mr. Speiser has served as a Managing Director at Sutter Hill Ventures, a venture capital firm. From 2007 to 2008, Mr. Speiser served as Vice President of Community Products at Yahoo! Inc. From 2006 to 2007, Mr. Speiser served as President and Chief Executive Officer of Bix, Inc., an internet company that Mr. Speiser founded. From 2005 to 2006, Mr. Speiser served as a technical advisor to Symantec. From 2001 to 2005, Mr. Speiser served as Vice President of Product Management and Product Marketing at Veritas Software. Mr. Speiser earned a B.A. in Political Science from the University of Arizona and an M.B.A. from Harvard Business School. QUALIFICATIONS FOR BOARD SERVICE Mr. Speiser’s qualifications for board service include his early and active involvement with Pure Storage and his extensive leadership and operational experience, as well as his perspective as a venture investor.



		FRANK SLOOTMAN Independent

Chief Executive Officer, Snowflake and Former Chief Executive Officer, ServiceNow Age: 60 Director Since: May 2014 Committee: Compensation Committee (Chair)		BACKGROUND Mr. Slootman currently serves as the Chief Executive Officer, Snowflake Inc., a cloud data warehouse company. From October 2016 to June 2018, Mr. Slootman served as the Chairman of ServiceNow, Inc., an enterprise IT cloud company. From May 2011 to April 2017, Mr. Slootman served as President and Chief Executive Officer and as a member of the board of directors of ServiceNow. From January 2011 to April 2011, Mr. Slootman served as a Partner with Greylock Partners, a venture capital firm. From 2011 to 2012, Mr. Slootman served as an advisor to EMC Corporation. From 2009 to 2011, Mr. Slootman served as President of the Backup Recovery Systems Division at EMC. From 2003 to 2009, Mr. Slootman served as President and Chief Executive Officer of Data Domain Corporation, an information technology company, which was acquired by EMC in 2009. Mr. Slootman served as a member of the board of directors of Imperva, Inc. from 2011 to 2016. Mr. Slootman earned undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. QUALIFICATIONS FOR BOARD SERVICE Mr. Slootman’s qualifications for board service include his extensive leadership and operational experience, as well as his relevant industry knowledge.



		ROXANNE TAYLOR Independent

Former Chief Marketing and Communications Officer, Accenture Age: 62 Director Since: February 2019 Committee: None		BACKGROUND From 2007 until December 2017, Ms. Taylor served as Chief Marketing and Communications Officer at Accenture, a global professional services company. From 1995 to 2007, Ms. Taylor served in various marketing positions at Accenture including managing director corporate and financial communications and director of marketing & communications for the Financial Services practice. Before joining Accenture, Ms. Taylor served in corporate communications, investor relations, and senior marketing positions at Reuters and Citicorp/Quotron from 1993 to 1995 and 1989 to 1993, respectively. Ms. Taylor received a B.A. in Psychology from University of Maryland, College Park. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive marketing experience, as well as her technology industry knowledge.



		JEFF ROTHSCHILD Independent

Advisor and Venture Partner, Accel Partners Age: 64 Director Since: March 2018 Committees: Nominating and Corporate Governance Committee		BACKGROUND Since 1999, Mr. Rothschild has served as an Advisor and Venture Partner at Accel Partners. Mr. Rothschild was the VP of Infrastructure Engineering at Facebook from 2005 to 2015. Mr. Rothschild previously co-founded Veritas Software Corp., a provider of storage management solutions, where his role included product strategy, sales and marketing. Prior to Veritas, Mr. Rothschild worked with a number of companies in the areas of storage management, system software and networking. Mr. Rothschild is the Vice-Chairman of The Vanderbilt University Board of Trustees. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University. QUALIFICATIONS FOR BOARD SERVICE Mr. Rothschild’s qualifications for board service include his extensive technical and executive leadership and operational experience, as well as his relevant infrastructure knowledge and customer perspective.



		ANITA SANDS Independent

Former Group Managing Director and Head of Change Leadership, UBS Financial Services Age: 42 Director Since: July 2015 Committees: Audit Committee, Nominating and Corporate Governance Committee (Chair)		BACKGROUND From 2012 to 2013, Dr. Sands served as Group Managing Director and Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm. From 2010 to 2012, Dr. Sands served as Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services. From 2009 to 2010, Dr. Sands served as Transformation Consultant at UBS Financial Services. From 2008 to 2009, Dr. Sands served as Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Prior to that, Dr. Sands also held several leadership positions with RBC Financial Group and CIBC. Dr. Sands currently serves on the board of directors of Symantec and ServiceNow, Inc. Dr. Sands earned a B.S. in Physics and Applied Mathematics from The Queen’s University of Belfast, Northern Ireland, a Ph.D. in Atomic and Molecular Physics from The Queen’s University of Belfast, Northern Ireland and a M.S. in Public Policy and Management from Carnegie Mellon University. QUALIFICATIONS FOR BOARD SERVICE Dr. Sands’ qualifications for board service include her extensive leadership and operational experience at global financial services firms, as well as her service as a director of multiple large technology companies.



		SUSAN TAYLOR Independent

Chief Accounting Officer, Facebook Age: 50 Director Since: October 2018 Committees: Audit Committee, Compensation Committee		BACKGROUND Since April 2017, Ms. Taylor has served as Chief Accounting Officer of Facebook, Inc. From January 2012 to March 2017, Ms. Taylor served as Vice President, Controller, and Chief Accounting Officer of LinkedIn Corporation, a professional social networking company. From 2009 to 2012, Ms. Taylor served as the Vice President, Controller, and Chief Accounting Officer of Silver Spring Networks, Inc., a provider of networking solutions, and from 2008 to 2009, Ms. Taylor served as the Senior Director, Accounting Policy of Yahoo! Inc. Prior to Yahoo!, Ms. Taylor spent over thirteen years at PricewaterhouseCoopers LLP, an accounting firm, in various accounting roles. Ms. Taylor received a bachelor of commerce degree from the University of Toronto, and is a Certified Public Accountant (inactive) in California. QUALIFICATIONS FOR BOARD SERVICE Ms. Taylor’s qualifications for board service include her extensive management and financial experience, as well as her technology industry knowledge and operational experience.



INVESTING IN INNOVATION	1.GLOBAL INTEREST GRANTS	HANDS ON VOLUNTEERISM
Innovation is a core value of Pure Storage, and by extension Pure Good invests in innovative solutions to pressing problems facing youth.	Focused on our core value of teamwork, funding is provided to Pure Storage teams of five or more employees to support initiatives of their choosing and may include grants to fundraise for other organizations, undertake team building activities, or provide direct community assistance.	Pure Good matches Pure Storage ~~\| 2017 Proxy Statement~~employees with youth-based organizations that are local to where they live and work across the globe. Matches are made between needs identified by these organizations and the appropriate skill set of Pure employees.




Raising $200,000 from employees to support Kidspire programs in Vietnam. Kidspire used those funds to build out an Innovation Lab, creating a first-of-its’ kind educational space in Vietnam, giving 105 students in an orphanage access to technology and maker space. In addition, this program funded the new Lead VN program, which provides access to college and career opportunities for students who are aging out of orphanages. In addition to our financial contribution, a team of ten Pure Storage employees worked with Kidspire for two weeks to support this project.	Funding and completing a Kaboom! playground build in North Chicago. By utilizing fundraising through our annual Golf4Good tournament, we worked directly with the North Chicago community to create and install a playground in the Manchester Knolls Housing Cooperative, serving 500 low-income residents and creating opportunity for healthy play and community building on their new playground.	Partnered with Spark for three years, providing the opportunity for students to explore different career opportunities, build key skills, and access a window of possibilities that would not otherwise be available, mentor one-day tech overview for local low-income students, as well as provide a spring semester partnership with 1:1 mentors weekly at Pure Storage.




MEETINGS IN FY 2019: 4 MEMBERS: Mr. Garrett (Chair) Dr. Sands Ms. S. Taylor Our board of directors has determined that Mr. Garrett, Dr. Sands and Ms. S. Taylor are independent under NYSE listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Our board of directors has determined that Mr. Garrett and Ms. S. Taylor are each an “audit committee financial expert” within the meaning of SEC regulations. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their prior or current employment.		PRIMARY RESPONSIBILITIES: The primary purpose of the audit committee is to discharge the responsibilities of our board of directors with respect to our accounting, financial and other reporting and internal control practices, to oversee our independent registered accounting firm and to monitor for various business risks. Specific responsibilities of our audit committee include: • selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; • helping to ensure the independence and performance of our independent registered public accounting firm; • ��discussing the scope and results of the audit with our independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; • developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; • reviewing risk assessments and steps relating to risk management, including cybersecurity and other business risks; • reviewing related party transactions; • obtaining and reviewing a report by our independent registered public accounting firm at least annually, that describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and • approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.




MEETINGS IN FY 2019: 4 MEMBERS: Mr. Slootman (Chair) Ms. Taylor Our board of directors has determined that Mr. Slootman and Ms. S. Taylor are independent under NYSE listing standards, and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.		PRIMARY RESPONSIBILITIES: The primary purpose of our compensation committee is to discharge the responsibilities of our board of directors to oversee our compensation policies, practices and programs and to review and determine the compensation to be paid to our executive officers, directors and other senior management, as appropriate. Specific responsibilities of our compensation committee include: • reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers; • reviewing and recommending to our board of directors the compensation of our directors; • reviewing and approving, or recommending that our board of directors approve, the terms of compensatory arrangements with our executive officers; • administering our stock and equity incentive plans; • selecting independent compensation consultants or other advisers and assessing whether there are any conflicts of interest with any of the committee’s compensation advisers; • reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; and • reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. Under its charter, our compensation committee may form, and delegate authority to, subcommittees as appropriate. See the sections titled “Compensation Discussion and Analysis” and “Director Compensation” for a description of our processes and procedures for the consideration and determination of executive and director compensation.




MEETINGS IN FY 2019: 3 MEMBERS: Dr. Sands (Chair) Mr. Rothschild Each member of the nominating and corporate governance committee is independent, is a non-employee director and is free from any relationship that would interfere with the exercise of his or her independent judgment, as determined by the board of directors in accordance with the applicable NYSE listing standards.		PRIMARY RESPONSIBILITIES: Specific responsibilities of our nominating and corporate governance committee include: • identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors; • evaluating the performance of our board of directors and of individual directors; • considering and making recommendations to our board of directors regarding the composition of the committees of the board of directors; • reviewing developments in corporate governance practices; • evaluating the adequacy of our corporate governance practices and reporting; • reviewing management succession plans; • developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and • overseeing an annual evaluation of the board of directors’ performance.




ü During fiscal 2019, all shares of our Class B common stock converted into Class A common stock and all of our stockholders now have one vote for each share of common stock held	ü We have increased the diversity of our board of directors. At the end of fiscal 2018, 11% of our board was composed of women. As of the date of this proxy statement, 30% of our board is composed of women
ü All of our committees are composed entirely of independent directors	ü Our board of directors is committed to periodic renewal and rotation. Since the start of fiscal 2019, we increased the size of our board of directors from 9 to 10 members and added three new directors, including two additional female independent directors
ü Independent directors meet in executive session without management present at each regularly scheduled meeting of the board of directors
	ü With the addition of 3 new directors in fiscal 2019, we reduced the average board tenure from 5.0 years as of January 31, 2018 to 4.64 years as of January 31, 2019
ü7 of 10 directors are independent