VMware 2013 Annual Report Download - page 97

Table of Contents
PART III
We will furnish to the Securities and Exchange Commission a definitive Proxy Statement no later than 120 days after the close of the fiscal year ended
December 31, 2013. The information required by this item is incorporated herein by reference to the Proxy Statement. Also see “Executive Officers of the
Registrant” in Part I of this Annual Report on Form 10-K.
We have a code of ethics that applies to all of our employees, including our executive officers. Our Business Conduct Guidelines (available on our
website) satisfy the requirements set forth in Item 406 of Regulation S-K and apply to all relevant persons set forth therein. We intend to disclose on our
website at www.vmware.com amendments to, and, if applicable, waivers of, our code of ethics.
The information required by this item is incorporated herein by reference to the section of the company’s Proxy Statement entitled “Compensation of
Executive Officers.”
The information required by this item is incorporated herein by reference to the section of the company’s Proxy Statement entitled “
Security Ownership
of Certain Beneficial Owners and Management.”
The information required by this item is incorporated herein by reference to the section of the company’s Proxy Statement entitled “Our Board of
Directors and Nominees” and “Transactions with Related Persons.”
The information required by this item is incorporated herein by reference to the section of the company’s Proxy Statement entitled “Ratification of
Selection of Independent Auditors.”
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ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER
MATTERS
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
Incorporated by Reference
Exhibit
Number
Exhibit Description
Filed
Herewith
Form/
File No.
Date
3.1
Amended and Restated Certificate of Incorporation S-1/A-2 7/9/2007
3.2
Amended and Restated Bylaws 8-K 3/8/2011
4.1
Form of specimen common stock certificate S-1/A-4 7/27/2007
10.1
Form of Master Transaction Agreement between VMware, Inc. and EMC Corporation S-1/A-2 7/9/2007
10.2
Form of Administrative Services Agreement between VMware, Inc. and EMC
Corporation
S-1/A-2 7/9/2007
10.3
Form of Tax Sharing Agreement between VMware, Inc. and EMC Corporation S-1/A-2 7/9/2007
10.4
Form of Intellectual Property Agreement between VMware, Inc. and EMC Corporation S-1/A-1 6/11/2007
10.5
Form of Employee Benefits Agreement between VMware, Inc. and EMC Corporation S-1/A-2 7/9/2007
10.6
Form of Real Estate License Agreement between VMware, Inc. and EMC Corporation S-1/A-2 7/9/2007
10.7+
Form of Indemnification Agreement for directors and executive officers S-1/A-1 6/11/2007
10.8+
2007 Equity and Incentive Plan, as amended and restated May 29, 2013 S-8 6/20/2013
10.9
Amended and Restated Promissory Note between VMware, Inc. and EMC Corporation
dated June 11, 2011
10-Q 8/3/2011