VMware 2011 Annual Report Download - page 35

Table of Contents
Until such time as EMC or its successor-in-interest ceases to beneficially own 20% or more of the outstanding shares of our common stock,
the affirmative vote or written consent of the holders of a majority of the outstanding shares of the Class B common stock will be required to:
In addition, we have elected to apply the provisions of Section 203 of the Delaware General Corporation Law. These provisions may
prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us. These
provisions in our certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts and could reduce
the price that investors might be willing to pay for shares of our common stock.
None.
As of December 31, 2011 , we owned or leased the facilities described below:
In 2011, VMware purchased all of the right, title and interest in a ground lease covering the property and improvements located adjacent to
VMware’s existing Palo Alto, California campus for $225.0 million . Concurrent with the closing of the transaction, VMware entered into an
amended and restated ground lease for the new property with the Board of Trustees of the Leland Stanford Junior University (“Stanford”), the
lessor of both the new property and VMware’
s existing campus. VMware will possess the title to the interest and buildings during the duration of
the lease and has the right to develop additional square footage on the new parcel. Upon termination of the lease, all title will revert to Stanford.
The term of the amended and restated
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• the requirement for advance notice for nominations for election to the board of directors or for proposing matters that can be acted upon
at a stockholders' meeting;
• the ability of the board of directors to issue, without stockholder approval, up to 100,000,000 shares of preferred stock with terms set by
the board of directors, which rights could be senior to those of common stock; and
• in the event that EMC or its successor-in-
interest no longer owns shares of our common stock representing at least a majority of the votes
entitled to be cast in the election of directors, stockholders may not act by written consent and may not call special meetings of the
stockholders.
•
amend certain provisions of our bylaws or certificate of incorporation;
•
make certain acquisitions or dispositions;
•
declare dividends, or undertake a recapitalization or liquidation;
• adopt any stockholder rights plan, “poison pill”
or other similar arrangement;
• approve any transactions that would involve a merger, consolidation, restructuring, sale of substantially all of our assets or any of our
subsidiaries or otherwise result in any person or entity obtaining control of us or any of our subsidiaries; or
•
undertake certain other actions.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
PROPERTIES
Location
Approximate
Sq. Ft.
(1)
Principal Use(s)
Palo Alto, CA
owned:
1,422,000
(2)
Executive and administrative offices, sales and
marketing, R&D and data center
leased:
243,000
North and Latin American region (excluding
Palo Alto, CA)
leased:
561,000
(3)
Administrative offices, sales and marketing,
R&D and data center
Asia Pacific region
leased:
451,000
Administrative offices, sales and marketing,
R&D and data center
Europe, Middle East and Africa region
leased:
294,000
Administrative offices, sales and marketing,
R&D and data center
(1) Of the total square feet owned or leased, approximately 793,000 square feet were under construction as of December 31, 2011
.
(2) Represents all of the right, title and interest purchased in a ground lease covering the property and improvements located at VMware’s Palo
Alto, California campus.
(3)
Includes leased space for a Washington data center facility, for which VMware is considered to be the owner for accounting purposes.