8-K 2013 Interim Equity Pool
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):  December 24, 2012
 
VMware, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-33622
 
Delaware
  
94-3292913
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
3401 Hillview Avenue, Palo Alto, CA 94304
(Address of principal executive offices, including zip code)
 
(650) 427-5000
(Registrant's telephone number, including area code)
 
(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:

 
¨    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))




Item 5.07.    Submission of Matters to a Vote of Security Holders
 
On December 24, 2012, the sole Class B common stockholder of VMware, Inc. ("VMware"), EMC Corporation, authorized the aggregate size of VMware's 2013 equity grants through March 2013 in accordance with VMware's Amended and Restated Certificate of Incorporation, in an action by written consent pursuant to Section 228 of the Delaware General Corporation Law. VMware's 2013 equity grants will be issued from the VMware 2007 Equity and Incentive Plan share reserve previously approved by VMware's stockholders.
 


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.
 
 
 
 
VMware, Inc.
 
 
 
 
 
 
 
 
Date: December 26, 2012
By:
 
/s/ S. Dawn Smith
 
 
 
S. Dawn Smith
 
 
 
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary