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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 15, 2020
VMWARE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33622
 
94-3292913
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File 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: (650427-5000
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 15, 2020 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (1) elected the two Class I, Group I director nominees and the one Class I, Group II director nominee to each serve a three-year term expiring at the 2023 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 auditor for the fiscal year ending January 29, 2021.

The results of the voting for each of the above proposals is as follows:

1.
Election of Class I, Group I directors and Class I, Group II director:
 
 
Class
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Class I, Group I
 
 
 
 
 
 
 
 
 
 
Michael Dell
 
Class B
 
3,072,218,360
 
0
 
0
 
0
Egon Durban
 
Class B
 
3,072,218,360
 
0
 
0
 
0
 
 
 
 
 
 
 
 
 
 
 
Class I, Group II
 
 
 
 
 
 
 
 
 
 
Anthony Bates
 
Class A
 
84,132,948
 
1,294,774
 
63,308
 
16,393,666
 
 
Class B
 
307,221,836
 
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
 
74,587,595
 
10,606,490
 
296,945
 
16,393,666
Class B
 
3,072,218,360
 
0
 
0
 
0

3.
Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending January 29, 2021:
Class
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Class A
 
101,009,574
 
822,688
 
52,434
 
0
Class B
 
3,072,218,360
 
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: July 20, 2020

 
 
VMware, Inc.
 
 
 
By:
 
/s/ Craig Norris
 
 
Craig Norris
 
 
Vice President, Deputy General Counsel and Assistant Secretary