UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.    )

Check the appropriate box:

PURE STORAGE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

Pure Storage, Inc.

650 Castro Street Suite 400

Mountain View, California 94041

Notice of Annual Meeting of Stockholders

To Be Held On June 9, 201621, 2018 at 10:00 a.m. PT

To the Stockholders of Pure Storage, Inc.

On behalf of our board of directors, it is our pleasure to invite you to attend the 20162018 annual meeting of stockholders ofPure Storage, Inc.Inc., a Delaware corporation (Pure Storage). The meeting will be held virtually, via live webcast atwww.virtualshareholdermeeting.com/PSTG2016PSTG2018, originating from Mountain View, California, on Thursday, June 9, 201621, 2018 at 10:00 a.m. Pacific Time, for the following purposes:

These items of business are more fully described in the proxy materials accompanying this notice.

The record date for the meeting is April 11, 2016.25, 2018. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Mountain View, California

April 27, 2016May 8, 2018

Table of Contents

Pure Storage, Inc.

650 Castro Street Suite 400

Mountain View, California 94041

Proxy Statement

For the 20162018 Annual Meeting of Stockholders

To Be Held On June 9, 201621, 2018 at 10:00 a.m. PT

Our board of directors is soliciting your proxy to vote at the 20162018 annual meeting of stockholders ofPure Storage, Inc.,a Delaware corporation (Pure Storage), to be held virtually, via live webcast atwww.virtualshareholdermeeting.com/PSTG2016PSTG2018, originating from Mountain View, California, on Thursday, June 9, 201621, 2018 at 10:00 a.m. Pacific Time, and any adjournment or postponement thereof.

For the meeting, we have elected to furnish our proxy materials, including this proxy statement and our Annual Report on Form10-K, to our stockholders primarily via the internet. Beginning on or about April 27, 2016,May 8, 2018, we mailed to our stockholders aNotice of Internet Availability of Proxy Materials (theNotice) that contains notice of the meeting and instructions on how to access our proxy materials on the internet, how to vote at the meeting, and how to request printed copies of the proxy materials. Stockholders may request to receive all future materials in printed form by mail or electronically bye-mail by following the instructions contained in the Notice. A stockholder’s election to receive proxy materials by mail or email will remain in effect until revoked. We encourage stockholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact and cost of our annual meetings.

Only stockholders of record at the close of business on April 11, 201625, 2018 will be entitled to vote at the meeting. On this record date, there were 61,887,195164,050,759 shares of Class A common stock and 131,284,45465,518,006 shares of Class B common stock outstanding and entitled to vote (common stock). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to ten votes per share of Class B common stock. The holders of shares of common stock will vote together as a single class on all matters submitted to a vote at the meeting. A list of stockholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at our address above. The stockholder list will also be available online during the meeting. If you plan to attend the meeting online, please see the instructions on page 2 of this proxy statement.

In this proxy statement, we refer to Pure Storage, Inc. as “Pure Storage,” “we” or “us” and the board of directors of Pure Storage as “our board of directors.” Pure Storage’s Annual Report on Form10-K, which contains consolidated financial statements as of and for the year ended January 31, 2016,2018 (fiscal 2018), accompanies this proxy statement. You also may obtain a copy of Pure Storage’s Annual Report on Form10-K for fiscal year 20162018 that was filed with the Securities and Exchange Commission, without charge, by writing to our Secretary at our address above.

Questions and Answers

About these Proxy Materials and Voting

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (theSEC), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you aNotice of Internet Availability of Proxy Materials(theNotice) because the board of directors of Pure Storage, Inc. (Pure Storage) is soliciting your proxy to vote at the 20162018 annual meeting of stockholders, including at any adjournments or postponements thereof. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 27, 2016May 8, 2018 to all stockholders of record entitled to vote at the meeting.record.

How do I attend and participate in the annual meeting online?

We will be hosting the meeting via live webcast only. Any stockholder of record can attend the meeting live online atwww.virtualshareholdermeeting.com/PSTG2016PSTG2018. The webcast will start at 10:00 a.m. Pacific Time. Stockholders may vote and submit questions while attending the meeting online. The webcast will open 15 minutes before the start of the meeting. In order to enter the meeting, you will need the control number, which is included in the Notice or on your proxy card if you are a stockholder of record of shares of common stock, or included with your voting instruction card and voting instructions received from your broker, bank or other agent if you hold your shares of common stock in a “street name.” Instructions on how to attend and participate online are available atwww.virtualshareholdermeeting.com/PSTG2016PSTG2018.

Who can vote at the meeting?

Only stockholders of record at the close of business on April 11, 201625, 2018 will be entitled to vote at the meeting. On this record date, there were 61,887,195164,050,759 shares of Class A common stock and 131,284,45465,518,006 shares of Class B common stock outstanding and entitled to vote (common stock).vote.

Stockholder of Record: Shares Registered in Your Name

If, on April 11, 2016,25, 2018, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on April 11, 2016,25, 2018, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is beingisbeing forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the virtual annual meeting. Since you are not the stockholder of record, you may vote your shares online during the meeting only by following the instructions from your broker, bank or other agent.

What am I voting on?

There are twothree matters scheduled for a vote:

What if another matter is properly brought before the meeting?

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

How do I vote?

The procedures for voting are fairly simple as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online during the meeting, vote by proxy through the internet, vote by proxy over the telephone, or vote by proxy using a proxy card that you may request. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded.

If we receive your vote by internet or phone or your signed proxy card up until 11:59 p.m. Eastern Time the day before the meeting, we will vote your shares as you direct. To vote, you will need the control number in the Notice, on your proxy card or in the instructions that accompanied the proxy materials.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online during the meeting, you must follow the instructions from your broker, bank or other agent.

Can I change my vote after submitting my proxy?

Yes. If you are a record holder of shares, you may revoke, subject to the voting deadlines above, your proxy using one of the following ways:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by such party.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote online during the meeting, through the internet, by telephone or by completing your proxy card, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (NYSE) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine”“non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine”“non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation, and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on ProposalProposals 1 or 3 without your instructions, but may vote your shares on Proposal 2 even in the absence of your instruction.

Please instruct your bank, broker or other agent to ensure that your vote will be counted.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote, your shares will be votedFOR the election each of boththe nominees for Class IIII director, andFOR the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm.firm, andFOR the advisory approval of executive compensation. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

How many votes do I have?

Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to ten votes per share of Class B

common stock. The holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote at the meeting.

How many votes are needed to approve each proposal?

What are “brokernon-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be“non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “brokernon-votes.”

How are votes counted?brokernon-votes and abstentions treated?

YouIf your shares of voting common stock are held by a broker on your behalf, and you do not instruct the broker as to how to vote these shares on Proposal 2, the broker may eitherexercise its discretion to voteFOR all for or against that proposal in the Class I nomineesabsence of your instruction. With respect to our board of directors,Proposal 1 or you3, the broker mayWITHHOLD not exercise discretion to vote on those proposals. Such event would constitute a “brokernon-vote,” and these shares will not be counted as having been voted on the applicable proposal. However, brokernon-votes will be considered present and entitled to vote at the meeting and will be counted in determining whether or not a quorum is present. Please instruct your broker so your vote for any nominee you specify. Forcan be counted.

If stockholders abstain from voting, the ratificationapplicable shares of voting common stock will be considered present and entitled to vote at the selection of our independent auditors, you may votemeeting and will be counted in determining whether or not a quorum is present. With respect to Proposal 1, abstentions are not considered votes castFOR orAGAINST, or you may abstain from voting. Broker non-votes have no effect a nominee’s election and will not be counted towards the vote total for any proposal.Abstentions and broker non-votes will have no effect onin determining whether a nominee for director has received sufficient votes. With respect to Proposal 2 and 3, abstentions are considered in determining the affirmativenumber of votes required to obtain the necessary majority vote constitutes a majority infor the proposal and will have the same effect as voting power ofagainst the shares present at the meeting or represented by proxy and voting for any proposal.However, because approval of these proposals also requires the affirmative vote of a majority in voting power of the shares necessary to constitute a quorum, broker non-votes and abstentions could prevent the approval of these proposals because they do not count as affirmative votes.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”proposal.

Who counts the votes?

We have engaged Broadridge Financial Solutions as our independent agent to tabulate stockholder votes. If you are a stockholder of record, and you choose to vote over the internet (either prior to or during the meeting) or by telephone, Broadridge will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to Broadridge for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to Broadridge on behalf of all its clients.

Who is paying for this proxy solicitation?

We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the instructions on the Notices to ensure that all your shares are voted.

When are stockholder proposals due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 28, 2016,January 8, 2019, to our Secretary at 650 Castro Street, Suite 400, Mountain View, California 94041; provided that if the date of next year’s meeting is earlier than May 10, 201722, 2019 or later than July 9, 2017,21, 2019, the deadline will be a reasonable time before we begin to print and send our proxy materials for next year’s meeting. If you wish to nominate a director or submit a proposal that you do not desire to be included in next year’s proxy materials, you must do so between February 9, 201721, 2019 and March 11, 2017;23, 2019; provided that if the date of that annual meeting of stockholders is earlier than May 10, 201722, 2019 or later than July 9, 2017,21, 2019, you must give the required notice not earlier than the 120th day prior to the meeting date and not later than the 90th day prior to the meeting date or, if later, the 10th day following the day on which public disclosure of that meeting date is first made. You are also advised to review our amended and restated bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the aggregate voting power of the shares of common stock entitled to vote at the meeting are present at the meeting or represented by proxy.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote during the meeting. Abstentions and brokernon-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a inmajority of the aggregate voting power of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?

We expect that preliminary voting results will be announced during the meeting. In addition, final voting results will be published in a current report on Form8-K that we expect to file within four business days after the meeting.

What does it mean if multiple members of my household are stockholders but we only received one Notice or full set of proxy materials in the mail?

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.consent by notifying your broker. To make a change regarding the format of your proxy materials (electronically or in print), or to request receipt of a separate set of documents to a household, contact us through our website at investor.purestorage.com, or by mail at 650 Castro Street, Mountain View, California 94041.

Proposal 1

Election Of Directors

Our board of directors consists of eightnine 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:

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 a change of our management or a change in control of Pure Storage.

Mr. ColgroveDr. Sands and Dr. DietzenMessrs. Rothschild and Volpi are currently directors of Pure Storage and have been nominated to continue to serve as Class IIII 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 20192021 and until hisher or herhis 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 twothree 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 two nomineesthreenominees 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 election of a substitute nominee proposed 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.

The following table sets forth, for the Class IIII 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:

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 directors’director’s experience, qualifications, attributes or skills that led our board of directors to recommend them for board service.

Nominees for Election Until the 2021 Annual Meeting of Stockholders

Jeff Rothschildhas served on our board of directors since March 2018. 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 previouslyco-founded Veritas Software Corp., a provider of storage management solutions, which merged with Symantec Corporation, an information security firm, in 2005 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 Trust. Mr. Rothschild holds an M.S. in Computer Science and a B.A. in Psychology from Vanderbilt University. 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 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, 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. 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.

Michelangelo Volpihas served on our board of directors since April 2014. Since 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 Exor S.p.A., Fiat Chrysler Automobiles N.V., and Hortonworks, Inc. 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 2020 Annual Meeting of Stockholders

Mark Garrett has served on our board of directors since July 2015. 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. Mr. Garrett’s qualifications for board service include his extensive management and financial experience, as well as his relevant industry knowledge.

Mike Speiserhas served on our board of directors since October 2009. 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.

Frank Slootmanhas 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 leadership and operational experience, as well as his relevant industry knowledge.

Directors Continuing in Office Until the 2019 Annual Meeting of Stockholders

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. 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. 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 has served as our Chief Executive OfficerChairman since August 2017 and as a member of our board of directors since October 2010. Dr. Dietzen previously served as our Chief Executive Officer from October 2010 to August 2017. 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 whichthat was acquired by IBM. Dr. Dietzen currently serves on the board of directors of Cloudera, Inc. 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” ColgroveCharles Giancarlohas served as our Chief TechnologyExecutive Officer and as a member of our board of directors since founding Pure Storage in October 2009. Since May 2014,August 2017. Mr. Colgrove hasGiancarlo previously served as Co-ChairmanManaging Director, Head of our board of directors. InValue 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 Silver Lake’s portfolio companies. From 2008 to 2009, Mr. ColgroveGiancarlo served as an EntrepreneurInterim President and CEO of Avaya. Prior to that, from 1993 to 2007, Mr. Giancarlo served in Residencesenior executive roles at Sutter Hill Ventures, a venture capital firm. From 2005 to 2008, Mr. Colgrove served as a Fellow andCisco Systems, including Chief Technology Officer forand 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 Datacenter Management Groupboards of Symantec Corporation, an information security firm.directors of Accenture plc, Arista Networks, Inc. and zScaler, Inc. Mr. Colgrove was oneGiancarlo previously served on the boards of the founding engineersdirectors of Netflix, ServiceNow, Avaya, Imperva and a Fellow at Veritas

Software Corp., a provider of storage management solutions, which merged with Symantec in 2005.Tintri. Mr. Colgrove earned hisGiancarlo received a B.S. in Computer ScienceEngineering from RutgersBrown University, and holds over 100 patentsa M.S. 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.

Directors Continuing in Office Until the 2017 Annual Meeting of Stockholders

Mike Speiser has served on our board of directors since October 2009 and as Co-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 ScienceElectrical Engineering from the University of ArizonaCalifornia, Berkeley, 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 currently serves on the board of directors of Model N, Inc. From October 2008 to August 2015, Mr. Garrett served on the board of directors of Informatica Corporation. Mr. Garrett earned a B.S. in accounting and marketing 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 May 2011, Mr. Slootman has served as President and Chief Executive Officer, and as a member of the board of directors, of ServiceNow, Inc., an enterprise IT cloud company. 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. Since August 2011, Mr. Slootman has served as a member of the board of directors of Imperva, Inc. Mr. Slootman earned undergraduate and graduate degrees in Economics from the Netherlands School of Economics, Erasmus University Rotterdam. Mr. Slootman’sGiancarlo’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.

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. From April 2010 to April 2013, Mr. Volpi served on the board of directors of Telefonaktiebolaget L.M. Ericsson. 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.

Executive Officers

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

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 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.Touche. 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.

Proposal No. 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, 20172019 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 threefive prior fiscal years. Representatives of DeloitteofDeloitte & 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, 20152017 and 2016.2018.

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 adopteda practice of, and plans to adopt a policy and procedures for, thepre-approval of audit andnon-audit services rendered by our independent registered public accounting firm, Deloitte & Touche. The policyaudit committee 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, 20152017 and 20162018, as 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.

Report of the Audit Committee Report

The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended January 31, 20162018 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. 16,1301,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 Form10-K for the fiscal year ended January 31, 2016.2018.

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.

Proposal 3

Advisory Vote on Executive Compensation

We are seeking approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended January 31, 2018, as described in this proxy statement below in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation.” 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 as 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 our 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 the compensation of our named executive officers for the fiscal year ended January 31, 2018.

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, Rothschild, Slootman, Speiser 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. Mr. Speiser is not independent due to an equity incentive award, which remains subject to vesting, in exchange for his interim oversight of a portion of our research and development team from April 2013 to November 2013. Dr.Messrs. Colgrove, Dietzen and Mr. ColgroveGiancarlo are not independent due to their positionsstatus as our current or former 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 eachnon-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.independence.

Board Leadership

Messrs. Colgrove and Speiser serveDr. Dietzen serves as Co-ChairmanChairman 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.Dr. Dietzen as our former chief executive officer. 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, Dietzen and SpeiserGiancarlo 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. DietzenMr. Giancarlo 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.

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 standardsand 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.prior or current employment.

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:

Compensation Committee

Our compensation committee consists of Messrs. Slootman and Volpi. The chair of our compensation committee is Mr. Slootman. Our board of directors has determined that Messrs. Slootman and Volpi are independent under NYSE listing standards, and are“non-employee directors” as defined inRule 16b-3 promulgated under the Exchange Act.

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 in Rule 16b-3 promulgated under the Exchange Act and are “outside directors” as that term is defined in Section 162(m) of the U.S. Internal Revenue Code of 1986.

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:

Processes and Procedures for Compensation Decisions

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to our board of directors onUnder its discussions, decisions and other actions. Typically, our chief executive officer makes recommendation tocharter, our compensation committee often attends committee meetingsmay form, and is involved indelegate 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 compensation for the respective executive officers that report to him, except that our chief executive officer does not make recommendations as to his ownand director compensation. Our chief executive officer, in consultation with our chief financial officer, makes recommendations to our compensation committee regarding short and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer, as well as each individual compensation component.

In 2015, our compensation committee delegated authority to our chief executive officer to grant, without any further action required by the committee, stock options and restricted stock units to employees who are not our executive officers. The purpose of this delegation of authority is to enhance the flexibility of equity award administration within the company and to facilitate the timely grant of options to non-management employees, particularly new employees, within specified limits approved by our compensation committee or board of directors. In particular, our chief executive officer may not

grant options or restricted stock units to acquire more than an aggregate of 150,000 shares per employee. Typically, as part of its oversight function, our compensation committee will review on an annual basis the list of grants made by the subcommittee.

Our compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. During our last fiscal year, our compensation committee engaged Compensia, Inc. (Compensia), a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and to conduct market research and analysis on our various executive positions, to assist the committee in developing appropriate incentive plans for our executives on an annual basis, to provide the committee with advice and ongoing recommendations regarding material executive compensation decisions, and to review compensation proposals of management. Compensia reports directly to our compensation committee and does not provide any non-compensation related services to Pure Storage.

Our compensation committee further instructed Compensia to evaluate the following components to assist the committee in establishing compensation for our last fiscal year:

Our compensation committee has reviewed the independence of Compensia, employing the independence factors specified in the NYSE listing standards and the SEC’s rules and regulations. Based on this assessment, the compensation committee determined that the engagement of Compensia does not raise any conflicts of interest or similar concerns. In addition, our compensation committee evaluated the independence of its other outside advisors, including outside legal counsel, considering the same independence factors, and concluded their work for our compensation committee does not raise any conflicts of interest.

Compensation Committee Interlocks and Insider Participation

Neither Mr. BhusriSlootman nor Mr. Slootman,Volpi, 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.Rothschild. The chair of our nominating and corporate governance committee is Dr. Sands. Each member of the nominating and corporate governance committee is independent, is anon-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.

Specific responsibilities of our nominating and corporate governance committee include:

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.

As a new public company, ourOur 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 yet implemented a formal policy regarding such process. The committee may implement a formal policy regarding consideration of director candidates recommended by stockholders. The committee intends to consider implementing a policy regarding consideration of director candidates recommended by stockholders during this fiscal year.in the future.

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 eightfive times during our last fiscal year. The audit committee met four times during our last fiscal year. The compensation committee met one timethree times during our last fiscal year. The nominating and corporate governance committee met one timetwo 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 2017 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, practices 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.

Director Compensation

Our board of directors has adopted anon-employee director compensation policy, pursuant to which ournon-employee directors (other than Dr. Dietzen) are eligible to receive cash compensation

Directorfor service on our board of directors and committees of our board of directors. In May 2017, following input from Compensia, our board of directors amended the policy to cover the representatives of venture capital firms on our board (Messrs. Bhusri, Speiser and Volpi)and to provide for the grant of equity compensation to ournon-employee directors. We will reimburse our directors for their reasonableout-of-pocket expenses in connection with attending board of directors and committee meetings. A director may decline to accept compensation under the policy, or may direct us to donate the payments to the Pure Good Foundation or another charitable organization.

Cash Compensation

During fiscal 2018, eligible directors were entitled to receive cash compensation, paid quarterly in arrears, as follows:

Equity Compensation

Eligible directors were entitled to receive a restricted stock unit award for a number of shares equal to $235,000 determined on the basis of the closing price of our common stock on the date of our annual stockholder meeting in June 2017, to vest fully on the anniversary of the date of grant. The director vests in a prorated portion of the award if he or she resigns in advance of the vesting date. In the event of a change of control of the company, the director’s award would immediately vest in full.

After the end of fiscal 2018, following a competitive review of market data and advice from Compensia, our compensation committee amended the policy (i) to increase the cash retainers and equity award value to be received by eligible directors and (ii) to provide for an initial restricted stock unit award upon initial appointment or election of an eligible director to our board of directors.

Fiscal 20162018 Director Compensation Table

The following table provides information regarding the total compensation that was grantedpaid to each of ournon-employee directors in our fiscal year ended January 31, 2016. Our non-employee directors did not receive any cash compensation for their service on our board of directors or committees of our board of directors in our fiscal year ended January 31, 2016.2018. The table excludes Messrs. Colgrove, Dietzen and Giancarlo,

who were executive officers during fiscal 2018 and did not receive any compensation in their roles as directors in fiscal 2018.

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 directors.As of January 31, 2016,2018, Dr. Sands and Messrs. Garrett and Slootman each held options to purchase 300,000, 300,000320,000, 320,000 and 520,000 shares of Class B common stock, respectively, and Mr. Speiser beneficially owned 960,863540,000 shares of our Class B common stock, issued upon early exercise of a stock option, subject to a right of repurchase in favor of us. In April 2016, we granted each ofand Dr. Sands and Messrs. Bhusri, Garrett, Slootman and Slootman an option to purchase 20,000Speiser each held a restricted stock unit award for 15,601 shares of our Class A common stock with an exercise price of $14.32 per share. The shares will vest monthly over one year, such that all will vest by June 2017.stock.

Non-employee Director Compensation Policy

In April 2016, following market research and advice from Compensia, our board of directors adopted a non-employee director compensation policy, to be effective immediately, pursuant to which our non-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.

Eligible directors are entitled to receive cash compensation as follows:

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, 2016,2018, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

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.

Security Ownership

The following table sets forth, as of April 11, 2016,25, 2018, 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 61,887,195164,050,759 shares of Class A common stock and 131,284,45465,518,006 shares of our Class B common stock outstanding as of April 11, 2016.25, 2018. 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 11, 2016.25, 2018. 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.

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.

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, 2018 (fiscal 2018) 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:

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 2018; the role of Compensia, Inc., our compensation committee’s independent consulting firm (Compensia); and the peer group used in evaluating executive compensation.

In August 2017, we named Mr. Giancarlo as our CEO and a member of our board of directors. At the same time, Dr. Dietzen stepped down from his role as CEO and was appointed chairman of our board of directors. Dr. Dietzen continued as an employee of the company through April 15, 2018.

Executive Summary

We empower innovators to build a better world with data. As the demand for data and the need for real-time analytics increase, we are focused on delivering software-definedall-flash solutions that are uniquely fast and cloud-capable for customers, enabling customers to maximize the value of data, gain competitive advantage and keep pace with cutting edge developments. Our innovative business model replaces the traditional forklift upgrade cycle with anEvergreen Storage model of hardware and software innovation, support and maintenance. Our primary offerings include ourFlashArray andFlashBlade products, inclusive ofPurity Operating Environment, our proprietary operating software,Pure1, our cloud-based software offering, andFlashStack, our joint converged infrastructure solution with Cisco.

Fiscal 2018 Financial and Business Highlights

In fiscal 2018, we achieved significant financial and business results, including:

Fiscal 2018 Executive Compensation Highlights

In fiscal 2018, the key highlights of our executive compensation program included:

Fiscal 2019 Equity Incentive Awards

We continue to shift incentives toward pay for performance. After fiscal 2018, our compensation committee approved equity incentive awards to our executive officers relating to compensation for our fiscal year ending January 31, 2019 (fiscal 2019) that were entirely dependent on corporate performance, shifting from 50% time-based and 50% performance-based awards, to 100% performance-based awards. These award will only be earned if a fiscal 2019 revenue target is achieved. These performance-based awards are subject to further time-based vesting over a three-year period, with 1/3rd of earned shares vesting in March 2019 and the remainder vesting quarterly thereafter. The applicable awards and the performance metrics will be discussed in our next proxy statement relating to fiscal 2019.

2017 Stockholder Advisory Votes on Executive Compensation

At our annual meeting held in 2017, we held our first votes on the compensation of our named executive officers (aSay-on-Payvote) and on the frequency of futureSay-on-Pay votes, each on anon-binding advisory basis. Our stockholders approved the fiscal 2017 compensation of our named executive officers, with over 99.97% of the votes cast in favor of our fiscal 2017 compensation program. By the time this vote was conducted, most of the decisions relating to the compensation of our named executive officers for fiscal 2018 had already been made. For example, cash and equity compensation for fiscal 2018 was determined in March 2017. As a result, theSay-on-Pay vote did not have a significant impact on our fiscal 2018 compensation program. However, in the context of our

overall compensation philosophy, policies and decisions, and in determining subsequent compensation for our executive officers, the compensation committee has considered, and intends to continue to consider, the results of the annualSay-on-Pay vote. In determining the frequency of any futureSay-on-Pay votes, our board of directors took into account our stockholders’ preference (over 98.83% of the votes cast) for an annual frequency for futureSay-on-Pay votes and determined that we will hold an annualSay-on-Pay vote.

Compensation of our New CEO

We negotiated a pay package with Mr. Giancarlo when he was appointed as our CEO in August, 2017. Mr. Giancarlo’s base salary of $500,000 and target bonus of 100% of his base salary, or $500,000, was set in negotiations with our compensation committee, after considering his considerable prior experience and expertise, competitive market data from Compensia, and the base salary and target bonus amounts believed to be necessary for him to join our company as chief executive officer. The performance metrics applicable to Mr. Giancarlo’s annual bonus for fiscal 2018 and the amounts actually earned for each fiscal quarter are discussed below under the section titled “Elements of Our Executive Compensation Program—Cash Bonuses.”

In addition, in August 2017, after reviewing an analysis from Compensia, our compensation committee granted Mr. Giancarlo the following equity awards in connection with his appointment:

Our compensation committee believes that these equity awards will incentivize Mr. Giancarlo toward achievement of key corporate objectives, and align his interests with the long-term interests of our stockholders, all while providing strong retention value. In particular, our compensation committee sought to tie a significant portion of Mr. Giancarlo’s equity incentive compensation to future company performance, both (i) in the form of option awards, including a significant stock option granted with an exercise price of $17.00 per share, a significant premium to the then-current stock price of $12.84 per share, which would only benefit Mr. Giancarlo to the extent that our stock price increases, but also (ii) in the form of a performance-based RSU award based on revenue for our upcoming fiscal year,

Executive Compensationfiscal 2019, which requires significant effort on the part of Mr. Giancarlo to meet our financial objectives for the first full fiscal year during which he will lead the company. Mr. Giancarlo’s performance-based RSU award is earned based on achievement of a revenue target for our upcoming fiscal year, and will be discussed further in our next proxy statement relating to fiscal 2019.

Our namedCompensation Philosophy and Objectives

We design our executive compensation program to achieve the following objectives:

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 the 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 officer and the next two most highly compensatedperformance and strategic objectives of Pure Storage.

Compensation Design

The compensation arrangements for our executive officers asconsist of January 31, 2016, were: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 cash bonuses, we intend equity compensation to be the central element of our executive compensation program.

We emphasize the use of equity compensation 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 use 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 objectives. We believe that RSU awards can align the interests of our executive officers with our stockholders and drive a longer-term focus through a multi-year vesting schedule, while managing dilution to existing stockholders 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 Executive Officers

In fiscal 2018, our CEO, CFO and Chief Human Resources Officer 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 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.

Role of Compensation Consultant

In fiscal 2018, 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:

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 the NYSE, and concluded that no conflict of interest exists with respect to Compensia’s engagement by our compensation committee.

Compensation Peer Group

Our compensation committee generally refers to peer group data when reviewing our executive officers’ compensation. This compensation peer group is intended 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 andmid-level market capitalization. In preparation for fiscal 2018, our compensation committee, in consultation with Compensia, evaluated our compensation peer group and made adjustments, removing companies that had been acquired during the previous 12 months (Demandware and Marketo) and adding other technology companies of comparable size with which we may compete for talent (Electronics For Imaging, Fortinet, j2 Global and Nutanix). 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 capitalizations of .25 to 4 times our market capitalization. We also sought to include companies with revenue growth of greater than 20% 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 2018 consisted of the following companies:

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

Elements of Our Executive Compensation Program

Our executive compensation program consists of three principal elements:

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 negotiations with each individual at the time of his initial hiring. Base salaries for our executive officers are reviewed annually to determine whether an adjustment is warranted. In March 2017, our compensation committee reviewed the base salaries of our executive officers other than Mr. Giancarlo and, after considering an analysis performed by Compensia, decided to increase the base salaries of some of our executive officers to keep their total cash compensation competitive with our compensation peer group and to bring salary and bonus factors morein-line with the ranges of similarly situated executives in our compensation peer group. These increases were effective as of March 1, 2017.

In connection with Dr. Dietzen stepping down as CEO, his base salary was reduced by 50%, to a rate of $125,000 per year for the remainder of his employment with the company.

Cash Bonuses

We provided our executive officers 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 financial targets. In March 2017, our compensation committee reviewed the target cash bonus opportunities of our executive officers other than Mr. Giancarlo and, after considering an analysis performed by Compensia, decided to increase the total annual target bonus opportunities for some of our executive officers to keep total cash compensation competitive with compensation provided by companies in our compensation peer group and to bring salary and bonus factors morein-line with the ranges of similarly situated executives in our compensation peer group. These increases were effective as of March 1, 2017, except that Mr. Hatfield’s bonus change was effective as of February 1, 2017.

In connection with Dr. Dietzen stepping down as CEO, his target annal cash bonus opportunity was reduced by 50%, to a rate of $125,000 per year for the remainder of his employment with the company.

The performance objectives for the quarterly cash bonuses paid to all of our executive officers, including Mr. Giancarlo for fiscal quarters after his appointment, were tied to quarterly revenue targets, with a premium for over-achievement, though our compensation committee had ultimate discretion to determine the amount of the bonus payment for each performance period. Our executive officers were eligible to earn a cash bonus payment each fiscal quarter during which he was employed to the extent that we achieved at least 80% of the revenue target for such quarter. If we achieved 80% or less of the revenue target for a fiscal quarter, the bonus that could have been earned was 0%. If we achieved between 80% and 100% of the revenue target for such fiscal quarter, a bonus would be earned equal to between 0% and 100% of the quarterly bonus target, determined on a linear basis. In the event that the achievement exceeded 100% of the revenue target for such fiscal quarter, an accelerator could be applied by our compensation committee, such that the maximum bonus that could have been earned was 200% of the quarterly bonus target.

We exceeded our corporate revenue targets in each quarter of fiscal 2018, delivering $182.6 million, $224.5 million, $277.7 million and $338.3 million against quarterly revenue targets of $175.0 million, $218.0 million, $271.0 million and $336.0 million for our first, second, third and fourth quarters, respectively. Our compensation committee believed that quarterly revenue targets were the most appropriate corporate performance measure to use because, in its view, it continued to be the best indicator of success relative to our growth objectives.

The following table provides information regarding the quarterly bonus payment level achieved and the actual quarterly cash bonuses earned by our named executive officers during fiscal 2018:

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 as the primary form of equity incentive compensation 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

In fiscal 2018, we shifted to granting RSUs as a significant component of our executive compensation program. We have used RSU awards with 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.

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 using RSU awards, with a multi-year horizon and both time-based and performance-based vesting requirements as central components. In March 2017, 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, and the volatility in the price of our common stock.

Based on that review, our compensation committee approved annual RSU awards to our executive officers other than Mr. Giancarlo 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 our achievement of an annual revenue target 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. As set forth in the following table, each of our executive officers other than Mr. Giancarlo received 50% of the value of his equity awards in the form of time-based RSUs and 50% in the form of performance-based RSUs, except Mr. Riitters who was granted more time-based RSUs in light of the relatively low value of his existing stock awards. Mr. Giancarlo was separately granted time-based and performance-based equity incentive awards in connection with his appointment as CEO in August 2017.

The target number of shares granted under the performance-based RSU awards that were eligible to be earned was based on our performance against our revenue target of $1 billion for fiscal 2018, as set by our compensation committee in March 2017. Our compensation committee selected revenue as the appropriate corporate performance measure for the performance-based RSU awards because, in its view, this metric was the best indicator of our successful execution of our growth strategy.

For purposes of the performance-based RSU awards, our executive officers were eligible to earn the shares of our common stock subject to these awards to the extent that we achieved at least 70% of the revenue target for fiscal 2018 as determined after the end of fiscal 2018, as follows:

In February 2018, our compensation committee determined that, based on 102% achievement of the revenue target for fiscal 2018, 104% of the number of shares under the performance-based RSU awards had been earned, as follows:

The shares of our common stock earned pursuant to the performance-based RSU awards were subject to a time-based vesting requirement, with 1/3rd of the total number of earned shares vesting on

April 5, 2018 and the remainder vesting quarterly thereafter, subject to the executive officer’s continuous service with us on each such vesting date. All unearned shares were automatically forfeited upon the determination of achievement by our compensation committee.

In connection with the appointment of Mr. Giancarlo as our CEO in August 2017, our compensation committee approvedone-time RSU awards to Mr. Hatfield President.for 100,000 shares and to Mr. Riitters for 50,000 shares that will each vest in full on September 20, 2018. Our compensation committee believed that these grants would provide an important mechanism for retaining these key executives and maintaining a stable executive team during the transition to a new CEO. In determining the size of the retention grants, our compensation committee considered the value of each of these executive officer’s then-current equity holdings in the company, as well as the delayed vesting schedule of the performance-based RSU awards granted to the executive officers at the beginning of fiscal 2018, which would not deliver value until April 2018 when the vesting could commence.

The stock options and RSU awards granted to our executive officers during fiscal 2018 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below.

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.

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 our 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 our CEO may approve awards tonon-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, Pledging and Hedging Policy

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

Clawback Rights

Awards granted under our 2015 Equity Incentive Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of the NYSE or as otherwise required by applicable law. In addition, our compensation committee may impose other clawback, recovery or recoupment provisions in an award agreement as our compensation committee determines necessary or appropriate. We will comply with the requirements of the Dodd-Frank Act and adopt a compensation recovery policy once the SEC adopts final regulations on this subject.

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 mustpre-clear trades or adopt plans in accordance with Exchange Act Rule10b5-1 for sales of securities which they beneficially own.

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:

Fiscal 2016

Tax and Accounting Considerations

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)) limits the amount that we may deduct from our federal income taxes for compensation paid to our named executive officers who are “covered employees” for purposes of Section 162(m) to $1 million per executive officer per year. Prior to enactment of the U.S. Tax Cuts and Jobs Act in December 2017 (Tax Act), compensation that qualified as “performance-based compensation” under Section 162(m) and compensation paid to our CFO was not subject to this deduction limitation. Pursuant to the Tax Act, this exception for “performance-based compensation” under Section 162(m) was repealed, with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided by the Tax Act for remuneration provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not modified in any material respect on or after such date. In addition, effective for tax years beginning after December 31, 2017, our CFO will be considered a covered employee for purposes of Section 162(m).

As a result, compensation paid to our covered employees in excess of $1 million per taxable year will generally not be deductible unless, among other requirements, it qualifies for the transition relief provided by the Tax Act. Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief provided by the Tax Act, no assurance can be given that any compensation paid by the company will be eligible for such transition relief and, therefore, eligible for the “performance-based compensation” exception under Section 162(m). The compensation committee will continue to monitor the applicability of Section 162(m) to its ongoing compensation arrangements.

While our compensation committee is mindful of the benefit to us of the full tax deductibility of compensation, 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 may approve compensation that may not be fully deductible due to the limits of Section 162(m). Our compensation committee intends to continue to compensate our executive officers in a manner it believes is consistent with the best interests of our company and our stockholders.

No Tax Reimbursement of Parachute Payments and Deferred Compensation

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 2018, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a“gross-up” or other reimbursement.

Accounting Treatment

We account for stock-based 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.

Compensation Committee Report

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K 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 Form10-K for fiscal 2018 and included in this proxy statement.

The Compensation Committee

Frank Slootman (Chair)

Michelangelo Volpi

Executive Compensation

Summary Compensation Table for Fiscal 2018

The following table presents all of the compensation awarded to, or earned by, our named executive officers during fiscal 2018 and the prior two fiscal year ended January 31, 2016.years.

Grants of Plan-Based Awards Table in Fiscal 2018

The following table presents information regarding each grant of a cash or equity award made during fiscal 2018. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.