governance. VMware is opposed to granting voting rights to shareholders who do not reside in the United States. The company believes that this would be poor governance because it would give non-U.S. shareholders a say in how the company is run, even though they may not be familiar with U.S. laws and regulations. VMware also believes that it would be difficult to enforce such a policy and that it could lead to lawsuits from shareholders who feel that they have been denied their right to vote.