Date of report (Date of earliest event reported): January 12, 2021
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):
☐
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. Submission Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Resignation of Principal Officer
On January 12, 2021, Pat Gelsinger resigned from his position as Chief Executive Officer of VMware, Inc. (“VMware”), in order to accept a position with another company.Mr. Gelsinger’s resignation is effective February 12, 2021.Mr. Gelsinger will continue to serve as a member of VMware’s Board of Directors (the “Board”) following his departure as CEO.
(c)Appointment of New Principal Officer
On January 12, 2021, the VMware Board elected Zane Rowe, the Company’s Executive Vice President and Chief Financial Officer, as interim CEO effective upon Mr. Gelsinger’s departure, to serve until VMware’s search for a permanent CEO is completed.Mr. Rowe will also continue to serve as VMware’s CFO.
Mr. Rowe has served as VMware’s Chief Financial Officer and Executive Vice President since March 2016. Prior to joining VMware, he was Executive Vice President and Chief Financial Officer of EMC Corporation, a provider of computer hardware and software infrastructure and VMware’s parent company prior to its acquisition by Dell Technologies, Inc., from October 2014 until February 2016. Prior to joining EMC, Mr. Rowe was Vice President of North American Sales of Apple Inc., a technology company that designs, develops, and sells consumer electronics, computer software, online services, and personal computers, from May 2012 until May 2014. He was Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc., an airline holdings company, from October 2010 until April 2012 and was Executive Vice President and Chief Financial Officer of Continental Airlines from August 2008 to September 2010. Mr. Rowe joined Continental Airlines in 1993. Mr. Rowe currently serves on the board of Sabre Corporation.
A copy of the press release announcing VMware’s CEO transition 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: January 13, 2021
VMware, Inc.
By:
/s/ Craig Norris
Craig Norris
Vice President, Deputy General Counsel and Assistant Secretary
