0001193125-16-544983 8-K 1 20160414 5.02 9.01 20160418 20160418 VMWARE, INC. 0001124610 7372 943292913 DE 1231 8-K 34 001-33622 161577270 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 d152501d8k.htm FORM 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): April 14, 2016 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: ¨ 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. (e) Compensatory Agreement with Former Named Executive Officer On April 14, 2016, VMware, Inc. entered into a consulting agreement with Carl Eschenbach, VMware’s former president and chief operating officer, pursuant to which Mr. Eschenbach will serve as a strategic advisor to VMware. The terms of the agreement are set forth in a supplement to VMware’s proxy statement for its 2016 annual meeting of stockholders filed on April 18, 2016 on Form DEFA14A, which is included in Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Supplement to Proxy Statement for VMware, Inc. 2016 Annual Meeting of Stockholders (Incorporated by Reference to Definitive Additional Proxy Statement Materials filed on Schedule DEFA14A with the Securities and Exchange Commission by VMware, Inc. on April 18, 2016) -------------------------------------------------------------------------------- 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 18, 2016 By: /s/ Patrick Gelsinger Patrick Gelsinger Chief Executive Officer