SCHEDULE 14A INFORMATION
Proxy
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[STORAGETEK LETTERHEAD]
May 14, 2003
VIA FACSIMILE
Philip Zeeman
Institutional Shareholder
Services
2099 Gaither Road
Suite 501
Rockville, MD
20850
Re: StorageTek Policy on Confidential Voting
Dear Mr. Zeeman,
I am writing to you as Chairman of the Board of Storage Technology Corporation (StorageTek). As you are aware, StorageTek has its annual meeting of stockholders scheduled for May 21, 2003. One of the items for consideration at the meeting is a stockholder proposal to provide for cumulative voting in the election of directors. Institutional Shareholder Services (ISS) has issued a recommendation FOR this proposal.
The only corporate governance provision required for a recommendation against a cumulative voting proposal that StorageTek does not have in place is confidential voting. (By way of this letter, I am confirming that the board does not have the sole right to alter the size of the board beyond a range established by shareholders, due to the fact that StorageTeks Bylaws provide that the number of directors shall be not less 3 nor more than 15. The Board does not have the authority to amend that particular provision of the Bylaws.)
StorageTek intends to implement the confidential voting policy (the Voting Policy) set forth in Attachment A to this letter, commencing with the 2003 annual meeting. However, because of timing issues, it is not practical to incorporate the Voting Policy into StorageTeks Bylaws before the annual meeting. I commit that StorageTek will operate under the Voting Policy for the 2003 annual meeting. I also commit that I will present the Voting Policy to StorageTeks Board of Directors at our May 21st meeting for approval as an amendment to our Bylaws. I believe firmly that the Board of Directors will adopt the Voting Policy at that time.
These commitments are being offered with the understanding that they will be sufficient to permit ISS to change its recommendation on the stockholder proposal from FOR to AGAINST. If this understanding is not correct, please contact Donald Kronenberg at 303.673.7919. Thank you.
Yours truly,
/s/ Patrick J. Martin
Patrick J. Martin
ATTACHMENT A
Storage Technology Corporations Confidential Voting Policy
Commencing with the 2003 annual meeting of stockholders, all proxy cards, voting instructions, ballots and voting tabulations identifying stockholders shall be held permanently confidential from StorageTek, except (i) as necessary to meet any applicable legal requirements, (ii) when disclosure is expressly requested by a stockholder, (iii) in a contested proxy solicitation, or (iv) to allow independent election inspectors to tabulate or certify the vote. The tabulators and inspectors of election shall be independent and shall not be employees of StorageTek.