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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

 

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At the 2007 Annual Meeting of Shareholders of EMC Corporation (“EMC”), which is scheduled for Thursday, May 3, 2007, shareholders will act upon a shareholder proposal regarding pay-for-superior performance (Proposal 9) (if properly presented).

EMC has for many years been deeply committed to pay-for-performance, and we believe our executive compensation programs embody strong pay-for-performance practices. The Compensation Committee expects outstanding performance from EMC senior executives and ties a substantial portion of their compensation to the achievement of challenging quarterly, annual and long-term goals which drive EMC’s revenue and profitability. These compensation programs are designed not only to reflect strong pay-for-performance tied to key objectives, but also to encourage continuity of management. In furtherance of this commitment to pay-for-performance, EMC’s Compensation Committee will grant at least 50% of the total number of shares awarded to EMC’s executive officers in any fiscal year as part of their long-term compensation, as performance-based awards (subject to exceptions in certain limited circumstances, such as to achieve retention or new hire objectives).

The Compensation Committee believes that this commitment regarding future equity grants further enhances EMC’s pay-for-performance practices and, for these reasons, EMC urges shareholders to vote “against” Proposal 9.