0001124610-12-000016 8-K 1 20120531 5.07 20120604 20120604 VMWARE, INC. 0001124610 7372 943292913 DE 1231 8-K 34 001-33622 12886543 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 a8-k.htm FORM 8-K 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 31, 2012 _______________________________________________ VMWARE, INC. (Exact name of registrant as specified in its charter) _______________________________________________ Delaware (State of Other 94-3292913 Jurisdiction of 001-33622 (IRS Employer Incorporation) (Commission File Number) Identification Number) 3401 Hillview Avenue, Palo Alto, CA (Address of Principal 94304 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)) -------------------------------------------------------------------------------- Item 5.07 Submission of Matters to a Vote of Security Holders. VMware, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 31, 2012 (the “Annual Meeting”). At the Annual Meeting, the stockholders: (1) elected the two Class II, Group I director nominees to each serve a three-year term expiring at the 2015 Annual Meeting of Stockholders; (2) approved, on an advisory basis, the compensation of the Company's named executive officers and (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, 2012. 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 Class II, Group I: Michael W. Brown Class B 300,000,000 0 0 0 Dennis D. Powell Class B 300,000,000 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 101,957,955 816,744 54,372 19,587,159 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, 2012: Class For Against Abstain Broker Class A 120,944,097 1,361,750 110,383 0 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. Date: June 4, 2012 VMware, Inc. By: /s/ S. Dawn Smith S. Dawn Smith Senior Vice President, General Counsel Chief Compliance Officer and Secretary