PVTL Pivotal Software Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

Email to Pivotal Software, Inc. Employees

The following is a portion of an email to Pivotal employees from Edward Hieatt, Pivotal’s Senior Vice President, Customer Success, on November 8, 2019. Ray O’Farrell is VMware, Inc’s Executive Vice President and GM, Modern Applications Platform Business Unit.

All -

... this week I’m going to turn it over to Ray O’Farrell, who is leading the integration at VMware, to share an update from VMworld Europe….

... Now, over to Ray, who wrote this earlier in the week...

Team — Thank you for the opportunity to share some of my thoughts!

I am sitting backstage (in Barcelona) prepping for the VMworld Day 2 Gen Session Keynote as I write this… so I wanted to share some of my (VMworld) thoughts and observations.

This morning, Pat did a great job kicking-off the Day 1 Gen Session Keynote in which he focused a significant portion on modern app development and, in particular, the strength in which Pivotal platforms and services will shape the combined VMware and Pivotal future organization.

After the Gen Session, I met with several press, analysts and customers. The feedback they gave me, specific to the opportunity ahead of us, has been both powerful and motivational. I wish that many of you could see their excitement for our joint customer base as they see the value and future potential of what we can do together.

At the Analyst & Press session, there was strong interest in our commitment to moving toward K8S. I stressed our intention to get to a unified product / service set, based on K8S, but I also emphasized that we must carefully manage the enterprise needs for our customers as we go through this transformation.

Several partners also wanted to know about the opportunities we were going to give to them in order to leverage our combined future products and even how they would cooperate with us on what they see as a great service opportunity.

I am eagerly awaiting the deal closing so we can start building great products and services together!

BTW, loved visiting with the Pivotal team in the VMworld Solutions Expo.

Ray

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Forward-Looking Statements

This communication contains statements relating to the proposed transaction and its timetable for completion, which are “forward-looking statements” within the meaning of the U.S. federal securities laws and by their nature are uncertain. Words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plans,” and similar expressions are also intended to identify forward-looking statements. Such forward-looking statements are not guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of many factors, including but not limited to: (i) the ability to consummate the proposed transaction in the time frame expected by the parties or at all; (ii) any conditions imposed on the parties in connection with the consummation of the proposed transactions; (iii) the ability to obtain stockholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction; (iv) the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers and customers; (v) the ability of third parties to fulfill their obligations relating to the proposed transaction; and (vi) and the other factors and financial, operational and legal risks or uncertainties described in Pivotal’s public filings with the SEC, including the “Risk Factors” and “Forward Looking Statements” sections of Pivotal’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and subsequent Quarterly Reports on Form 10-Q. All information set forth in this release is current as of the date of this release. These forward-looking statements are based on current expectations and are subject to uncertainties, risks, assumptions, and changes in condition, significance, value and effect as well as other risks disclosed previously and from time to time in documents filed by us with the U.S. Securities and Exchange Commission (SEC). Pivotal disclaims any obligation to, and does not currently intend to, update any such forward-looking statements, whether written or oral, that may be made from time to time except as required by law.

Important Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Pivotal by VMware, Inc.

In connection with the proposed merger, Pivotal will file a proxy statement with the Securities and Exchange Commission (the “SEC”). STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the proxy statement (when available) and any other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. In addition, stockholders will be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) at Pivotal’s website at www.pivotal.io/investors or by contacting Pivotal’s investor relations department via e-mail at ir@pivotal.io.

Participants in the Solicitation

Pivotal and its directors, executive officers and other members of its management and employees as well as VMWare and its directors and officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction. Information about Pivotal’s directors and officers and their ownership of Pivotal’s common stock is set forth in the proxy statement for Pivotal’s 2019 Annual Meeting of Stockholders which was filed with the SEC on May 3, 2019. Stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the merger, including the interests of Pivotal’s directors and executive officers in the merger, which may be different than those of Pivotal’s stockholders generally, by reading the proxy statement, which will be filed with the SEC, and other materials relating to the transaction filed with the SEC. Investors should read such materials carefully before making any voting or investment decision.

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