0001124610-15-000013 8-K 1 20150527 5.07 20150601 20150601 VMWARE, INC. 0001124610 7372 943292913 DE 1231 8-K 34 001-33622 15904221 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 a05-27x158xk.htm 8-K 05-27-15 8-K 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): May 27, 2015 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 (State or Other Jurisdiction (Commission File 94-3292913 of Incorporation) Number) (IRS Employer 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: [ ] 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 5.07 Submission of Matters to a Vote of Security Holders. VMware, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 27, 2015 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (1) elected the three Class II, Group I director nominees to each serve a three-year term expiring at the 2018 Annual Meeting of Stockholders; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; (3) ratified the selection by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP to serve as the Company’s independent auditors for the fiscal year ending December 31, 2015; and (4) approved an amendment to the Company’s Amended and Restated 2007 Equity and Incentive Plan. The results of the voting for each of the above proposals is as follows: 1. Election of Class II, Group I directors: Class For Against Abstain Broker Non-Votes Michael W. Brown Class B 3,000,000,000 0 0 0 Patrick P. Gelsinger Class B 3,000,000,000 0 0 0 Dennis D. Powell Class B 3,000,000,000 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 92,815,023 4,994,480 104,618 13,051,133 Class B 3,000,000,000 0 0 0 3. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2015: Class For Against Abstain Broker Non-Votes Class A 110,524,323 338,219 102,712 0 Class B 3,000,000,000 0 0 0 4. Amendment to the Amended and Restated 2007 Equity and Incentive Plan: Class For Against Abstain Broker Non-Votes Class A 91,370,693 6,438,579 104,849 13,051,133 Class B 3,000,000,000 0 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. VMware, Inc. Date: June 1, 2015 By: /s/ S. Dawn Smith S. Dawn Smith Senior Vice President, General Counsel, Chief Compliance Officer and Secretary