0001124610-22-000033 8-K 12 20220712 5.07 20220714 20220714 VMWARE, INC. 0001124610 7372 943292913 DE 0128 8-K 34 001-33622 221083380 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 vmw-20220712.htm 8-K 0001124610false00011246102022-07-122022-07-12 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 12, 2022 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 12, 2022 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (1) elected the three Class III director nominees to each serve a three-year term expiring at the 2025 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 auditor for the fiscal year ending February 3, 2023. 1.Election of Class III directors: For Against Abstain Broker Non-Votes Nicole Anasenes 361,006,229 832,517 329,587 30,975,124 Marianne Brown 346,868,896 14,971,518 327,919 30,975,124 Paul Sagan 328,128,652 33,717,407 322,274 30,975,124 2.Non-binding advisory vote on the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 270,290,739 91,474,910 402,684 30,975,124 3.Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending February 3, 2023. For Against Abstain 386,993,436 5,800,906 349,115 -------------------------------------------------------------------------------- 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 14, 2022 VMware, Inc. By: /s/ Craig Norris Craig Norris Vice President, Deputy General Counsel and Assistant Secretary