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VMWARE, INC.

(VMW)
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VMWARE, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

07/28/2021 | 04:18pm EDT

Item 5.07. 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



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© Edgar Online, source Glimpses

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