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VMW > SEC Filings for VMW > Form 8-K on 30-May-2013All Recent SEC Filings

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Form 8-K for VMWARE, INC.


30-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Securi


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. VMware, Inc. (the "Company") held its Annual Meeting of Stockholders on May 29, 2013 (the "Annual Meeting"). At the Annual Meeting, the stockholders of the Company approved (a) the VMware, Inc. Amended and Restated 2007 Equity and Incentive Plan (the "2007 Equity and Incentive Plan"), which increased the number of shares of Class A common stock authorized for issuance under the 2007 Equity and Incentive Plan by 13,300,000 shares, and (b) the VMware, Inc. Amended and Restated 2007 Employee Stock Purchase Plan (the "2007 Employee Stock Purchase Plan"), which increased the number of shares of Class A common stock authorized for issuance under the 2007 Employee Stock Purchase Plan by 7,900,000 shares. The Board of Directors of the Company approved the 2007 Equity and Incentive Plan and 2007 Employee Stock Purchase Plan on March 6, 2013, subject to stockholder approval at the Annual Meeting. Accordingly, both the 2007 Equity and Incentive Plan and the 2007 Employee Stock Purchase Plan became effective immediately upon stockholder approval at the Annual Meeting. The Company's named executive officers may participate in both plans.



Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders: (1) elected the three Class III, Group I director nominees to each serve a three-year term expiring at the 2016 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 auditors for the fiscal year ending December 31, 2013; (4) approved the Amended and Restated 2007 Equity and Incentive Plan; and (5) approved an amendment to the 2007 Employee Stock Purchase Plan.
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
Class III, Group I:
David I. Goulden    Class B   3,000,000,000          0         0                  0
Paul A. Maritz      Class B   3,000,000,000          0         0                  0
David N. Strohm     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 98,906,442 1,049,858 78,090 25,249,268 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, 2013:

Class For Against Abstain Broker Non-Votes Class A 124,599,448 553,618 130,592 0 Class B 3,000,000,000 0 0 0


4.Approval of the Amended and Restated 2007 Equity and Incentive Plan:
Class For Against Abstain Broker Non-Votes Class A 95,264,653 4,707,231 62,506 25,249,268 Class B 3,000,000,000 0 0 0

5. Approval of an amendment to the 2007 Employee Stock Purchase Plan:

Class For Against Abstain Broker Non-Votes Class A 99,457,590 281,793 295,007 25,249,268 Class B 3,000,000,000 0 0 0


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