Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the special meeting of stockholders of VMware, Inc. (the "Company") held on November 4, 2022 (the "Special Meeting"), as described below, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to eliminate the personal liability of the Company's officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by the General Corporation Law of the State of Delaware (the "Amendment").

The Amendment became effective upon the Company's filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on November 4, 2022 ("Certificate of Amendment"). The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 4, 2022, the Company held the Special Meeting in connection with (i) the proposed acquisition of the Company by Broadcom Inc. ("Broadcom") and (ii) the Amendment. As of the record date of the Special Meeting, there were a total of 424,475,071 shares of the Company's common stock ("Common Stock") outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 353,979,755 shares of Common Stock were represented virtually or by proxy; therefore, a quorum was present.

At the Special Meeting, the stockholders of the Company approved each of the proposals, as described below.



    1.   The Merger Agreement Proposal. The proposal to adopt the Agreement and
         Plan of Merger, dated as of May 26, 2022 (such agreement, as it may be
         amended from time to time, the "Merger Agreement"), by and among the
         Company, Broadcom, Verona Holdco, Inc., a Delaware corporation ("Holdco")
         and a direct wholly owned subsidiary of the Company, Verona Merger Sub,
         Inc., a Delaware corporation ("Merger Sub 1") and a direct wholly owned
         subsidiary of Holdco, Barcelona Merger Sub 2, Inc., a Delaware
         corporation ("Merger Sub 2") and a direct wholly owned subsidiary of
         Broadcom and Barcelona Merger Sub 3, LLC, a Delaware limited liability
         company ("Merger Sub 3") and direct wholly owned subsidiary of Broadcom,
         pursuant to which, upon the terms and subject to the conditions of the
         Merger Agreement, (i) Merger Sub 1 will merge with and into the Company
         (the "First Merger"), with the Company surviving the First Merger and
         becoming a wholly owned subsidiary of Holdco, (ii) following the
         effective time of the First Merger, the Company, the surviving company of
         the First Merger, will be converted into a Delaware limited liability
         company (the "LLC Conversion"), (iii) following the effective time of the
         LLC Conversion, Merger Sub 2 will merge with and into Holdco (the "Second
         Merger"), with Holdco surviving the Second Merger and becoming a wholly
         owned subsidiary of Broadcom and (iv) following the effective time of the
         Second Merger, Holdco, the surviving company of the Second Merger, will
         merge with and into Merger Sub 3 (the "Third Merger" and collectively
         with the First Merger, the LLC Conversion and the Second Merger, the
         "Transactions"), with Merger Sub 3 surviving the Third Merger as a wholly
         owned subsidiary of Broadcom (adoption of the Merger Agreement and
         approval of the First Merger and the Second Merger, the "Merger Agreement
         Proposal"):



 Votes For    Votes Against   Votes Abstaining
352,610,814      681,110          687,831



    2.   The Merger-related Compensation Proposal. The proposal to approve on an
         advisory (non-binding) basis the compensation that may be paid or become
         payable to the Company's named executive officers that is based on or
         otherwise relates to the Transactions:



 Votes For    Votes Against   Votes Abstaining
348,241,227     4,278,050        1,460,478



    3.   The Adjournment Proposal. The proposal to approve the adjournment of the
         Special Meeting, if necessary, to solicit additional proxies if there are
         not sufficient votes to approve the Merger Agreement Proposal.



 Votes For    Votes Against   Votes Abstaining
344,726,769     7,940,596        1,312,390

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    4.   The Amendment Proposal. The proposal to approve and adopt an amendment to
         the Company's Certificate of Incorporation to eliminate the personal
         liability of the Company's officers for monetary damages for breach of
         fiduciary duty as an officer, except to the extent such an exemption from
         liability or limitation thereof is not permitted by the General
         Corporation Law of the State of Delaware:



 Votes For    Votes Against   Votes Abstaining
350,606,475     1,544,886        1,828,394

The consummation of the Transactions remains subject to regulatory clearance and other closing conditions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



3.1       Certificate of Amendment to Amended and Restated Certificate of
        Incorporation

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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