0001124610-16-000036 8-K 2 20160208 5.02 9.01 20160209 20160209 VMWARE, INC. 0001124610 7372 943292913 DE 1231 8-K 34 001-33622 161399824 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 a8-k02x08x16.htm 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): February 8, 2016 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 (State or Other Jurisdiction (Commission File 94-3292913 of Incorporation) 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: (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. (d) Election of Director On February 8, 2016, the Board of Directors (the “Board”) of VMware, Inc. (the “Company” or “VMware”) elected Anthony J. Bates as a Class I, Group II member of the Board. In connection with his election to the Board, Mr. Bates was appointed to serve as a member of VMware’s Compensation and Corporate Governance Committee. Donald J. Carty, previously a Class III, Group II director, has been reclassified as a Class III, Group I director. Mr. Bates will participate in the non-employee director compensation arrangements described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 15, 2015. The Company will also enter into its standard form of indemnification agreement with Mr. Bates. A copy of the press release announcing Mr. Bates’s election to the Board is attached as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Press release of VMware, Inc. dated February 9, 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: February 9, 2016 By: /s/ S. Dawn Smith S. Dawn Smith Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary EX-99.1 2 pressrelease02-08x16.htm EXHIBIT 99.1 Exhibit VMware Announces Changes to Board of Directors GoPro President, Former Microsoft and Skype Executive Anthony Bates and Former Dell and American Airlines Executive Don Carty Join VMware Board of Directors PALO ALTO, Calif., February 9, 2016 -- VMware, Inc. (NYSE: VMW), a global leader in cloud infrastructure and business mobility, today announced that Anthony J. Bates and Donald J. Carty have been elected to the VMware board of directors. Carty joined the board in December 2015 and Bates joined on February 8, 2016. Bates currently serves as president and member of the board of directors at GoPro, Inc. Prior to GoPro, Bates was the executive vice president, Business Development and Evangelism of Microsoft Corporation and prior to that was the chief executive officer of Skype Inc. until its acquisition by Microsoft in 2011. He also served in various roles at Cisco Systems, Inc. and currently serves on the board of directors of Ebay Inc. and Sirius X.M. Holdings, Inc. Carty has been a director of EMC since January 2015. His past roles include vice chairman and chief financial officer of Dell, Inc. from January 2007 to June 2008, and chairman and chief executive officer of AMR Corporation and American Airlines from May 1998 to April 2003. Carty is also chairman of Virgin America Airlines, Inc. and is a director of Canadian National Railway Company. “We are thrilled to welcome Tony Bates and Don Carty to the VMware board of directors,” said Pat Gelsinger, chief executive officer, VMware. “With their business insight and experience across diverse industries as well as technology companies, their perspective and counsel will prove invaluable for the VMware board and executive team.” Gelsinger added “Tony Bates brings a great combination of enterprise, service provider and consumer experience to VMware’s board which will be vital as we continue to build and develop VMware’s emerging growth businesses including NSX, AirWatch and Virtual SAN. Don Carty is a seasoned executive with operational and strategic experience across various companies and public boards.” About VMware VMware is a global leader in cloud infrastructure and business mobility. Built on VMware's industry-leading virtualization technology, our solutions deliver a brave new model of IT that is fluid, instant and more secure. Customers can innovate faster by rapidly developing, automatically delivering and more safely consuming any application. With 2015 revenues of $6.6 billion, VMware has more than 500,000 customers and 75,000 partners. The company is headquartered in Silicon Valley with offices throughout the world and can be found online at www.vmware.com. Media Contact: Michael Thacker VMware Global PR mthacker@vmware.com 650-427-4454