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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, 2014. 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.”
The following documents are filed as a part of this Annual Report on Form 10-K:
1. Financial Statements
: The information relating to our financial statements, and Report of Independent Registered Public Accounting
Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled
“Financial Statements and Supplementary Data.”
2. Financial Statement Schedule : Schedule II Valuation and Qualifying Accounts is filed as part of this Annual Report on Form 10-K
and should be read in conjunction with the Consolidated Financial Statements and Notes thereto.
3. Exhibits: The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
100
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
2.1
Agreement and Plan of Merger, by and among VMware, Inc., Aikman
Acquisition Corp., A.W.S. Holding, LLC and the Representative named therein,
dated January 21, 2014*
8-K
2/24/2014
2.2
Amendment No. 1 to Agreement and Plan of Merger, by and among VMware, Inc.,
Aikman Acquisition Corp., A.W.S. Holding, LLC and the Representative named
therein, dated February 24, 2014*
8-K
2/24/2014
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