UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~July~~August 1321, 2023

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

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)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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			☐

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 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events

VMware, ~~held~~Inc., ~~its~~a ~~Annual~~Delaware ~~Meeting~~corporation of(the ~~Stockholders~~“Company” onor ~~July 13~~“VMware”), ~~2023~~announced previously that it had entered into an Agreement and Plan of Merger (the “~~Annual~~Merger ~~Meeting~~Agreement”), dated as of May 26, 2022, by and among Broadcom Inc., Ata ~~the~~Delaware ~~Annual~~corporation ~~Meeting~~(“Broadcom”), ~~the~~Verona ~~stockholders~~Holdco, Inc. a Delaware corporation and a direct wholly owned subsidiary of the Company (1“Holdco”), ~~elected~~Verona ~~the~~Merger ~~three~~Sub, ~~Class~~Inc., Ia ~~director~~Delaware ~~nominees~~corporation toand ~~each~~a ~~serve~~direct wholly owned subsidiary of Holdco (“Merger Sub 1”), Barcelona Merger Sub 2, Inc., a ~~three-year~~Delaware ~~term~~corporation ~~expiring~~and ata ~~the~~direct ~~2026~~wholly ~~Annual~~owned ~~Meeting~~subsidiary of ~~Stockholders;~~Broadcom (“Merger Sub 2”), ~~approved~~and Barcelona Merger Sub 3, onLLC, ana ~~advisory~~Delaware ~~basis~~limited liability company and a direct wholly owned subsidiary of Broadcom (“Merger Sub 3”), pursuant to which, among the ~~compensation~~other things, (i) Merger Sub 1 will be merged with and into VMware (the “First Merger”), with VMware continuing as the surviving corporation in the First Merger (the “Surviving Company”) and becoming a wholly owned subsidiary of Holdco; (ii) following the First Merger, the Surviving Company’s ~~named~~will ~~executive~~be ~~officers~~converted from a Delaware corporation into a Delaware limited liability company (the “Conversion”); (3iii) ~~selected~~following the Conversion, onMerger anSub ~~advisory~~2 ~~basis~~will be merged with and into Holdco (the “Second Merger”), ~~one~~with ~~year~~Holdco continuing as the ~~frequency~~surviving ~~with~~corporation ~~which~~in ~~stockholders~~the ~~are~~Second ~~provided~~Merger ~~future~~(the ~~advisory~~“Holdco ~~votes~~Surviving onCompany”) ~~executive~~and ~~compensation~~becoming a wholly owned subsidiary of Broadcom; and (4iv) ~~ratified~~following the ~~selection~~Second byMerger, the ~~Audit~~Holdco ~~Committee~~Surviving ofCompany will be merged with and into Merger Sub 3 (the ~~Company’s~~“Third ~~Board~~Merger,” ofand ~~Directors~~together ofwith ~~PricewaterhouseCoopers~~the ~~LLP~~First toMerger, ~~serve~~the asConversion and the ~~Company’s~~Second ~~independent~~Merger, ~~auditor~~the ~~for~~“Transactions”), with Merger Sub 3 continuing as the ~~fiscal~~surviving ~~year~~limited ~~ending~~liability ~~February~~company 4,and ~~2024~~as a wholly owned subsidiary of Broadcom.

On August 21, 2023, in accordance with Section 9.1(d) of the Merger Agreement, the Company and Broadcom each delivered to the other a mutual notice to extend the Outside Date (as defined in the Merger Agreement) to November 26, 2023.~~Election~~ The Transactions remain subject to certain required regulatory clearances and the satisfaction or waiver of ~~Class~~other Icustomary ~~directors:~~closing conditions.

	For	Against	Abstain	Broker Non-Votes
Anthony Bates	336,780,021	14,086,794	1,009,243	40,576,529
Michael Dell	330,878,584	19,523,936	1,473,538	40,576,529
Egon Durban	302,866,916	47,974,712	1,034,430	40,576,529

2.Non-binding advisory vote on the compensation of the Company's named executive officers:

For						Against						Abstain						Broker Non-Votes
321,112,113						29,708,963						1,054,982						40,576,529

3.Non-binding advisory vote on the frequency of advisory votes on execute compensation:

One Year						Two Years						Three Years						Abstain						Broker Non-Votes
349,962,663						92,589						815,860						1,004,946			40576529			40,576,529

4.Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for the fiscal year ending February 2, 2024.

For						Against						Abstain
385,765,122						5,705,839						981,626

In connection with the stockholder vote on Proposal No. 3, the Board determined that the Company will hold an annual advisory vote on the compensation of the Company's named executive officers as disclosed in the proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission, until such time as the next advisory vote is submitted to the stockholders of the Company with regard to the frequency of future advisory votes on the compensation of the Company's named executive officers, or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.

SIGNATURES

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: ~~July~~August 1423, 2023


						VMware, Inc.

By:						/s/ Craig Norris
						Craig Norris
						Vice President, Deputy General Counsel and Assistant Secretary

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