0001124610-14-000014 8-K 2 20140402 5.02 5.07 9.01 20140407 20140407 VMWARE, INC. 0001124610 7372 943292913 DE 1231 8-K 34 001-33622 14748792 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 a8-k04x07x14.htm 8-K 8-K 04-07-14 ____________________________________________________________________________________________________________ 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): April 2, 2014 ____________________________________________________________________________________________________________ VMWARE, INC. (Exact name of Registrant as specified in its charter) ____________________________________________________________________________________________________________ Commission File Number: 001-33622 Delaware 94-3292913 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 3401 Hillview Avenue, Palo Alto, CA 94304 (Address of Principal Executive Offices, including zip code) (650) 427-5000 (Registrant’s telephone number, including area code) 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)) -------------------------------------------------------------------------------- Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation of Director On April 2, 2014, David Goulden informed the Company of his resignation from the Board of Directors of VMware, Inc. (“VMware” or the “Company”). Mr. Goulden’s resignation became effective on April 7, 2014. His decision to resign was not the result of any disagreement with the Company or its management. (d) Election of Director On April 7, 2014, the Board of Directors of VMware elected Paul Sagan as a Class III, Group I member of the Board. Mr. Sagan has been a partner and XIR at General Catalyst Partners, a venture capital firm, since January 2014. Mr. Sagan is also a member of the board of directors of EMC Corporation, VMware’s parent company, (“EMC”) on which he has served since 2007. Mr. Sagan is a member of EMC’s Leadership and Compensation Committee. From April 2005 to January 2013, Mr. Sagan served as Chief Executive Officer of Akamai Technologies, Inc., a provider of services for accelerating the delivery of content and applications over the Internet, and was President from May 1999 to September 2010 and from October 2011 to December 2012. Mr. Sagan joined Akamai in October 1998 as Vice President and Chief Operating Officer. In December 2010, President Barack Obama appointed Mr. Sagan as a member of the President’s National Security Telecommunications Advisory Committee. From July 1997 to August 1998, Mr. Sagan was Senior Advisor to the World Economic Forum, a Geneva, Switzerland-based organization that provides a collaborative framework for leaders to address global issues. Previously, Mr. Sagan held senior executive positions at global media and entertainment companies Time Warner Cable and Time Inc., affiliates of Time Warner, Inc., as well as at CBS, Inc. Mr. Sagan is also a director of Akamai, where he is Vice Chairman of the board of directors, and iRobot Corporation, where he is chair of the Nominating and Corporate Governance Committee. As the former President, Chief Operating Officer and Chief Executive Officer of an S&P 500 company, Mr. Sagan brings valuable skills, experience and insight to the Board of Directors. Mr. Sagan has extensive experience with complex global organizations, an in-depth knowledge of internet-based technologies and significant business, strategic and operational experience. In addition, Mr. Sagan has served and continues to serve on the board of directors of other public companies, and he brings valuable experience from those directorships to his service on our Board of Directors. Mr. Sagan will participate in the non-employee director compensation arrangements described in the Company’s 2013 annual proxy statement filed with the Securities and Exchange Commission on April 16, 2013. The Company will also enter into its standard form of indemnification agreement with Mr. Sagan. A copy of the press release announcing Mr. Sagan’s election to the Board is attached as Exhibit 99.1 and is incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders On April 2, 2014, the sole Class B common stockholder of VMware, Inc. (“VMware”), EMC Corporation, authorized the aggregate size of VMware’s 2014 equity grants in accordance with VMware’s Amended and Restated Certificate of Incorporation, in an action by written consent pursuant to Section 228 of the Delaware General Corporation Law. VMware's 2014 equity grants will be issued from the VMware 2007 Equity and Incentive Plan share reserve previously approved by VMware's stockholders. Item 9.01 Financial Statement and Exhibits (d) Exhibits 99.1 Press release of VMware, Inc. dated April 7, 2014 -------------------------------------------------------------------------------- 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. VMware, Inc. Date: April 7, 2014 By: /s/ S. Dawn Smith S. Dawn Smith Senior Vice President, General Counsel, Chief Compliance Officer and Secretary EX-99.1 2 a991pressreleasedated04-07.htm PRESS RELEASE OF VMWARE, INC. DATED APRIL 7, 2014 99.1 Press Release dated 04-07-14 VMware Announces Changes to Board of Directors Paul Sagan, former Akamai CEO, joins VMware Board PALO ALTO, Calif., April 7, 2014 - VMware, Inc. (NYSE: VMW), the global leader in virtualization and cloud infrastructure, today announced that Paul Sagan has been elected to succeed David Goulden on the VMware board of directors. Goulden has served on the VMware board since April 2007 and currently serves as Chief Executive Officer, EMC Information Infrastructure and Chief Financial Officer, EMC Corporation. This change to the VMware board is effective immediately. Sagan is currently a partner and XIR with General Catalyst Partners, where he focuses on investing in opportunities that capitalize on trends in cloud computing, hyper-connectivity and mobility, media, and big data. Sagan also serves as vice chairman of Akamai Technologies, Inc., which he joined as chief operating officer and employee #15 in 1998, and served as president and, finally, CEO for eight years until January 2013. Sagan is a director of two other public companies, EMC Corporation and iRobot Corp., and several private enterprises. Previously, Sagan served as a director of Dow Jones & Company, Digitas, Inc., and Maven Networks before they were acquired. As the former president, COO and CEO of a global technology company, Sagan brings valuable skills, experience and insight to the VMware Board of Directors. He has extensive experience with complex global organizations, an in-depth knowledge of internet-based technologies and significant business, strategic and operational experience. “VMware continues to deliver strategic IT value and innovation to its customers worldwide,” said Paul Sagan. “I am excited to work with the VMware board and executive team to extend VMware’s value as they help customers thrive in the Mobile-Cloud era.” “We are elated to have Paul Sagan, an accomplished business leader and industry veteran, join the VMware board of directors,” said Pat Gelsinger, CEO of VMware. “With his rich experience as CEO of Akamai and his expertise in current IT trends as a venture capitalist, as well as his service on other board of directors of public companies, he will bring invaluable counsel and insight to the VMware board and executive team.” “We also thank David Goulden for his significant contributions to VMware board,” continued Gelsinger. “As a director over the past seven years, Goulden has provided the Board of Directors -------------------------------------------------------------------------------- with a broad range of expertise on the various financial, marketing and business development issues facing a global organization.” About VMware VMware is the leader in virtualization and cloud infrastructure solutions that enable businesses to thrive in the Cloud Era. Customers rely on VMware to help them transform the way they build, deliver and consume Information Technology resources in a manner that is evolutionary and based on their specific needs. With 2013 revenues of $5.21 billion, VMware has more than 500,000 customers and 75,000 partners. The company is headquartered in Silicon Valley with offices throughout the world and can be found online at www.vmware.com. # # # VMware is a registered trademark of VMware, Inc. in the United States and other jurisdictions. All other marks and names mentioned herein may be trademarks of their respective organizations. The use of the word “partner” or “partnership” does not imply a legal partnership relationship between VMware and any other company. Contact Joan Stone VMware Global Communications joanstone@vmware.com +1 (650) 427-4436