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 26, 2016
VMWARE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of Incorporation)
001-33622
(Commission File Number)
94-3292913
(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 26, 2016 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (1) elected the three Class III, Group I director nominees to each serve a three-year term expiring at the 2019 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, 2016.

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

1.     Election of Class III, Group I directors:
 
Class
For
Against
Abstain
Broker Non-Votes
 
 
 
 
 
 
Donald Carty
Class B
3,000,000,000
0
0
0
Paul Maritz
Class B
3,000,000,000
0
0
0
Paul Sagan
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
87,413,273

6,939,910

75,950

12,420,312

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, 2016:
Class
For
Against
Abstain
Broker Non-Votes
 
 
 
 
 
Class A
106,435,317

332,115

82,013

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.

 
 
 
VMware, Inc.
 
 
 
 
 
 
 
 
Date: May 31, 2016
By:
 
/s/ S. Dawn Smith
 
 
 
S. Dawn Smith
 
 
 
Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary