0001124610-21-000037 8-K 12 20210723 5.07 20210728 20210728 VMWARE, INC. 0001124610 7372 943292913 DE 0128 8-K 34 001-33622 211122713 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 vmw-20210723.htm 8-K 0001124610false00011246102019-11-112019-11-11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2021 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 3401 Hillview Avenue Palo Alto CA 94304 (Address of Principal Executive Offices) (Zip code) Registrant’s telephone number, including area code: (650) 427-5000 N/A (Former Name or Former Address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock VMW New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 5.07. Submission of Matters to a Vote of Security Holders VMware held its Annual Meeting of Stockholders on July 23, 2021 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (1) elected the three Class II, Group I director nominees and the one Class II, Group II director nominee to each serve a three-year term expiring at the 2024 Annual Meeting of Stockholders; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; (3) approved an amendment to the Amended and Restated 2007 Equity and Incentive Plan; (4) approved an amendment to the Amended and Restated 2007 Employee Stock Purchase Plan; (5) ratified the selection by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for the fiscal year ending January 28, 2022. 1.Election of Class I, Group directors and Class I, Group II director: Class For Against Abstain Class II, Group I Michael Brown Class B 3,072,218,360 0 0 Karen Dykstra Class B 3,072,218,360 0 0 Rangarajan (Raghu) Raghuram Class B 3,072,218,360 0 0 Class For Against Abstain Broker Non-Votes Class II, Group II Kenneth Denman Class A 73,451,844 3,025,490 1,271,150 20,000,510 Class B 307,221,836 0 0 0 2.Non-binding advisory vote on the compensation of the Company's named executive officers: Class For Against Abstain Broker Non-Votes Class A 64,841,468 7,771,363 1,268,677 20,000,510 Class B 3,072,218,360 0 0 0 3.Approval of an amendment to the Amended and Restated 2007 Equity and Incentive Plan: Class For Against Abstain Broker Non-Votes Class A 55,192,316 18,589,630 99,562 20,000,510 Class B 3,072,218,360 0 0 0 4.Approval of an amendment to the Amended and Restated 2007 Employee Stock Purchase Plan: Class For Against Abstain Broker Non-Votes Class A 55,629,052 18,183,726 68,730 20,000,510 Class B 3,072,218,360 0 0 0 5.Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending January 28, 2022. Class For Against Abstain Class A 92,233,150 1,583,445 65,423 Class B 3,072,218,360 0 0 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 28, 2021 VMware, Inc. By: /s/ Craig Norris Craig Norris Vice President, Deputy General Counsel and Assistant Secretary