Submission of Matters to a Vote of Security Holders
VMware held its Annual Meeting of Stockholders on July 23, 2021 (the 'Annual Meeting'). At the Annual Meeting, the stockholders of the Company (1) elected the three Class II, Group I director nominees and the one Class II, Group II director nominee to each serve a three-year term expiring at the 2024 Annual Meeting of Stockholders; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; (3) approved an amendment to the Amended and Restated 2007 Equity and Incentive Plan; (4) approved an amendment to the Amended and Restated 2007 Employee Stock Purchase Plan; (5) 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 28, 2022.
1.Election of Class I, Group directors and Class I, Group II director:
|
Class
|
For
|
Against
|
Abstain
|
Class II, Group I
|
Michael Brown
|
Class B
|
3,072,218,360
|
0
|
0
|
Karen Dykstra
|
Class B
|
3,072,218,360
|
0
|
0
|
Rangarajan (Raghu) Raghuram
|
Class B
|
3,072,218,360
|
0
|
0
|
|
Class
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
Class II, Group II
|
Kenneth Denman
|
Class A
|
73,451,844
|
3,025,490
|
1,271,150
|
20,000,510
|
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
|
64,841,468
|
7,771,363
|
1,268,677
|
20,000,510
|
Class B
|
3,072,218,360
|
0
|
0
|
0
|
3.Approval of an amendment to the Amended and Restated 2007 Equity and Incentive Plan:
|
Class
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
Class A
|
55,192,316
|
18,589,630
|
99,562
|
20,000,510
|
Class B
|
3,072,218,360
|
0
|
0
|
0
|
4.Approval of an amendment to the Amended and Restated 2007 Employee Stock Purchase Plan:
|
Class
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
Class A
|
55,629,052
|
18,183,726
|
68,730
|
20,000,510
|
Class B
|
3,072,218,360
|
0
|
0
|
0
|
5.Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending January 28, 2022.
|
Class
|
For
|
Against
|
Abstain
|
Class A
|
92,233,150
|
1,583,445
|
65,423
|
Class B
|
3,072,218,360
|
0
|
0
|