Date of report (Date of earliest event reported): April 26, 2022
VMWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-33622
94-3292913
(State or Other Jurisdiction of Incorporation)
(Commission File 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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock
VMW
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2022, Donald Carty, a Class III member of the Board of Directors (the “Board”) of VMware, Inc. (“VMware”), notified VMware that he will not stand for re-election at VMware’s Annual Meeting of Stockholders to be held on July 12, 2022 (the “Annual Meeting”). Mr. Carty advised the Company that his decision to not stand for re-election did not involve any disagreement with the Company. Mr. Carty will continue to serve as a director until the Annual Meeting.
On April 29, 2022, the Board elected Nicole Anasenes as a Class III member of the Board and appointed Ms. Anasenes to serve as a member of VMware’s Audit Committee. Consistent with the outside director compensation program described in VMware’s proxy statement filed with the Securities and Exchange Commission on May 28, 2021, the Board approved standard cash compensation and an RSU award, pro-rated for partial-year service, for Ms. Anasenes. VMware will enter into its standard form of indemnification agreement with Ms. Anasenes.
A copy of the press release announcing Ms. Anasenes’s election to the Board is attached as Exhibit 99.1 and is incorporated herein by reference.
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.
Date: April 29, 2022
VMware, Inc.
By:
/s/ Craig Norris
Craig Norris
Vice President, Deputy General Counsel and Assistant Secretary
