Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2022, Donald Carty, a Class III member of the Board of Directors
(the "Board") of VMware, Inc. ("VMware"), notified VMware that he will not stand
for re-election at VMware's Annual Meeting of Stockholders to be held on July
12, 2022 (the "Annual Meeting"). Mr. Carty advised the Company that his decision
to not stand for re-election did not involve any disagreement with the Company.
Mr. Carty will continue to serve as a director until the Annual Meeting.
On April 29, 2022, the Board elected Nicole Anasenes as a Class III member of
the Board and appointed Ms. Anasenes to serve as a member of VMware's Audit
Committee. Consistent with the outside director compensation program described
in VMware's proxy statement filed with the Securities and Exchange Commission on
May 28, 2021, the Board approved standard cash compensation and an RSU award,
pro-rated for partial-year service, for Ms. Anasenes. VMware will enter into its
standard form of indemnification agreement with Ms. Anasenes.
A copy of the press release announcing Ms. Anasenes's election to the Board is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of VMware, Inc.
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