VMware 2012 Annual Report Download - page 36

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, 2012 , we owned or leased the facilities described below:
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• the division of our board of directors into three classes, with each class serving for a staggered three-year term, which would prevent
stockholders from electing an entirely new board of directors at any annual meeting;
•
the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;
• following a 355 distribution of Class B common stock by EMC to its stockholders, the restriction that a beneficial owner of 10% or
more of our Class B common stock may not vote in any election of directors unless such person or group also owns at least an
equivalent percentage of Class A common stock or obtains approval of our board of directors prior to acquiring beneficial ownership of
at least 5% of Class B common stock;
• the prohibition of cumulative voting in the election of directors or any other matters, which would otherwise allow less than a majority
of stockholders to elect director candidates;
•
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:
1,458,000
(2)
Executive and administrative offices, sales and
marketing, R&D and data center
leased:
184,000
North and Latin American region (excluding
Palo Alto, CA)
leased:
712,000
(3)
Administrative offices, sales and marketing,
R&D and data center
Asia Pacific region
leased:
930,000
Administrative offices, sales and marketing,
R&D and data center
Europe, Middle East and Africa region
leased:
334,000
Administrative offices, sales and marketing,
R&D and data center