VMware Inc.

07/28/2021 | Press release | Distributed by Public on 07/28/2021 14:50

Submission of Matters to a Vote of Security Holders (Form 8-K)

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