Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )
Filed by the Registrant  ý                Filed by a party other than the Registrant  ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
Dell Technologies Inc.
(Name of Registrant as Specified In Its Charter)
 
 
 
 
 
 
 
 
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
(1)    Title of each class of securities to which transaction applies:
 
(2)    Aggregate number of securities to which transaction applies:
 
(3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)    Proposed maximum aggregate value of transaction:
 
(5)    Total fee paid:
 
¨ Fee paid previously with preliminary materials.



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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)    Amount Previously Paid:
 
(2)    Form, Schedule or Registration Statement No.:
 
(3)    Filing Party:
 
(4)    Date Filed:
 
 
 
 
 
 






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NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT

May 15, 2018
Dear fellow stockholders:

On behalf of the Board of Directors, it is my pleasure to invite you to Dell Technologies Inc.’s 2018 Annual Meeting of Stockholders. The meeting will be held virtually on Monday, June 25, 2018, at 1:00 p.m., Central Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DVMT2018, where you will be able to listen to the meeting live, submit questions and vote online.

You will find information regarding the matters to be voted on in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. We are sending many of our stockholders a notice regarding the availability of the proxy statement, our Annual Report on Form 10-K for the fiscal year ended February 2, 2018 and other proxy materials via the internet. This electronic process is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs. A paper copy of these materials may be requested using one of the methods described in the accompanying proxy statement or the Notice of Internet Availability of Proxy Materials.

You may visit http://investors.delltechnologies.com to access various web-based reports, executive messages and timely information on Dell Technologies’ global business.

Whether or not you plan to attend the annual meeting, please submit your proxy or voting instructions using one of the voting methods described in the accompanying proxy statement. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the virtual meeting and vote your shares at the virtual meeting if you wish to do so.

If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares, or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at (512) 728-7800 or investor_relations@dell.com.

If your bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.

Sincerely,

Michael S. Dell
Chairman of the Board and Chief Executive Officer




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http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12258708&doc=4
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Dell Technologies Inc.:

NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Stockholders of Dell Technologies Inc., or Dell Technologies, will be held virtually on Monday, June 25, 2018, at 1:00 p.m., Central Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DVMT2018, where you will be able to listen to the meeting live, submit questions and vote online. The meeting is being held for the following purposes:
 
1.
To elect to the Board of Directors the six director nominees specified in the accompanying proxy statement
 
2.
To ratify the appointment of PricewaterhouseCoopers LLP as Dell Technologies’ independent registered public accounting firm for the fiscal year ending February 1, 2019
 
3.
To approve, on a non-binding, advisory basis, the compensation of Dell Technologies’ named executive officers as disclosed in the accompanying proxy statement

In addition, stockholders will consider and take action upon any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
The holders of record of Dell Technologies’ outstanding common stock as of the close of business on April 26, 2018, which is the record date fixed by the Board of Directors, are entitled to notice of and to vote at the annual meeting or at any adjournment or postponement thereof.

We encourage you to access the annual meeting before the start time of 1:00 p.m., Central Time, on June 25, 2018. Please allow ample time for online check-in, which will begin at 12:45 p.m., Central Time, on June 25, 2018.

Whether or not you plan to attend the annual meeting, your Board of Directors urges you to read the proxy statement and submit a proxy or voting instructions for your shares via the internet or by telephone, or complete, date, sign and return your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided. We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.

This Notice of Annual Meeting of Stockholders and the proxy statement are accompanied by Dell Technologies’ Annual Report on Form 10-K for the fiscal year ended February 2, 2018, which is our annual report to stockholders for our 2018 fiscal year.

If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares, or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at (512) 728-7800 or investor_relations@dell.com.

If a bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.

By Order of the Board of Directors

Richard J. Rothberg
Secretary
May 15, 2018




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YOUR VOTE IS IMPORTANT

Whether or not you plan to attend Dell Technologies’ annual meeting, please submit your proxy or voting instructions as soon as possible. Under New York Stock Exchange rules, if you hold your shares in street name, your bank, brokerage firm or other nominee holding shares on your behalf will NOT be able to vote your shares on Proposal 1 (election of directors) or Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in the accompanying proxy statement) unless it receives specific instructions from you. We strongly encourage you to submit your voting instructions.

We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs. For instructions on how to submit your proxy or voting instructions and how to vote your shares, please refer to the section entitled “Questions and Answers About the Proxy Materials and the Annual Meeting” beginning on page 4 of the accompanying proxy statement.






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2018 ANNUAL MEETING OF STOCKHOLDERS
___________________

PROXY STATEMENT
___________________

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DELL TECHNOLOGIES INC.
___________________
 
 PROXY STATEMENT
SUMMARY INFORMATION

This summary highlights information contained elsewhere in this proxy statement. For more complete information, we encourage you to review the entire proxy statement and Dell Technologies’ Annual Report on Form 10-K for the fiscal year ended February 2, 2018.

The Notice of Internet Availability of Proxy Materials is first being distributed to stockholders on or about May 15, 2018. On or about May 18, 2018, we will begin mailing a full set of proxy materials to some of our stockholders. All references to “Dell Technologies,” “we,” “us,” “our” and “Company” in this proxy statement refer to Dell Technologies Inc.

Annual Meeting of Stockholders
l    Date:
Monday, June 25, 2018
l    Time:
1:00 p.m., Central Time
l    Record Date:
April 26, 2018
l    Webcast:
The meeting can be accessed by visiting www.virtualshareholdermeeting.com/DVMT2018, where you will be able to listen to the meeting live, submit questions and vote online.
l    Voting Methods:
 
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Submit your
proxy or voting
instructions by
internet
Submit your
proxy by
mobile device

Submit your
proxy or voting
instructions by
telephone
Submit your
proxy or voting
instructions
by mail
Submit your
vote online
during the
meeting
Go to www.proxyvote.com
and enter the 16 digit
control number
provided on your
proxy card, voting
instruction form or
Notice of Internet
Availability of Proxy
Materials.

Scan this QR code to
vote with your
mobile device. You
will need the 16 digit
control number
provided on your
proxy card or Notice
of Internet
Availability of Proxy
Materials.
Call the number on
your proxy card or
voting instruction
form. You will need
the 16 digit control
number provided on
your proxy card,
voting instruction
form or Notice of
Internet Availability
of Proxy Materials.
Complete, sign and
date the proxy card
or voting instruction
form and mail it in
the accompanying
pre-addressed,
postage-paid envelope.
See instructions in
the section captioned
“Webcast” above
regarding attendance
at the virtual annual
meeting to vote
online. You will need
the 16 digit control
number provided on
your proxy card,
voting instruction
form or Notice of
Internet Availability
of Proxy Materials.
We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.

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Meeting Agenda and Voting Recommendations
 Agenda Items
  
Board Recommendation
  
Page
Election of the director nominees specified in this proxy statement
 
FOR ALL NOMINEES
 
13
Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2019
  
FOR
  
30
Non-binding, advisory vote to approve named executive officer compensation as disclosed in this proxy statement, or Say-on-Pay
  
FOR
  
32
Director Nominees (Proposal 1)

The Board of Directors is asking you to vote “FOR” election of each of the director nominees listed below with respect to the shares of Dell Technologies common stock you are entitled to vote. Dell Technologies’ stockholders will vote on the election of directors as follows:
 
The holders of the outstanding shares of all outstanding classes of our common stock (including holders of Class V common stock), voting as a single class, will vote on the election of the three Group I directors
The holders of the outstanding shares of Class A common stock, voting as a separate class, will vote on the election of the Group II director
The holders of the outstanding shares of Class B common stock, voting as a separate class, will vote on the election of the two Group III directors
Each director will be elected for a term commencing on the date of that director’s election and ending on the earliest of (1) the date on which the director’s successor is elected and qualified, (2) solely in the case of the Group II director, the occurrence of a Designation Rights Trigger Event (as defined in Annex A) with respect to the Class A common stock and (3) solely in the case of the Group III directors, the occurrence of a Designation Rights Trigger Event (as defined in Annex A) with respect to the Class B common stock.

Each nominee currently serves as a member of the Board of Directors, or the Board. In our fiscal year ended February 2, 2018, each member of the Board of Directors attended at least 75% of the total number of meetings of the Board of Directors and each Board committee held during the period in which such member served as a director of Dell Technologies or as a member of such committee. Set forth below is summary information about each director nominee.
  Nominee and
Principal Occupation
 
Age
 
Director
Since
 
Director
Group
 
Independent
 
Current Committee
Membership
Michael S. Dell
 
53
 
2013
 
II
 
 
 
l  Executive (Chair)
Chairman and Chief Executive Officer of Dell Technologies Inc.
 
 
 
 
 
 
 
 
 
 
David W. Dorman
 
64
 
2016
 
I
 
ü
 
l  Audit
Founding Partner of Centerview Capital Technology
 
 
 
 
 
 
 
 
 
l  Capital Stock (Chair)
Egon Durban
 
44
 
2013
 
III
 
 
 
l  Executive
Managing Partner and Managing Director of Silver Lake Partners
 
 
 
 
 
 
 
 
 
 
William D. Green
 
64
 
2016
 
I
 
ü
 
l  Audit
Former Chairman of Accenture plc
 
 
 
 
 
 
 
 
 
l  Capital Stock
Ellen J. Kullman
 
62
 
2016
 
I
 
ü
 
l  Audit (Chair)
Former Chair and Chief Executive Officer of E. I. du Pont de Nemours and Company (DuPont)
 
 
 
 
 
 
 
 
 
l  Capital Stock
Simon Patterson
 
45
 
2013
 
III
 
 
 
 
Managing Director of Silver Lake Partners
 
 
 
 
 
 
 
 
 
 

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Independent Registered Public Accounting Firm (Proposal 2)

The Board of Directors is asking you to vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm for our fiscal year ending February 1, 2019. All PwC fees incurred in connection with professional services rendered to Dell Technologies during our fiscal year ended February 2, 2018 and our fiscal year ended February 3, 2017 are summarized under “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.”

Say-on-Pay (Proposal 3)

The Board of Directors is asking you to vote, on a non-binding, advisory basis, “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure beginning on page 34. The Board of Directors and the Executive Committee of the Board value the views of the Company’s stockholders and will take the outcome of the advisory vote into account when considering future executive compensation decisions.

Stockholder Proposals for 2019 Annual Meeting of Stockholders
 
Deadline for stockholder proposals to be included in our 2019 proxy statement: January 15, 2019

Deadline for proposed business and nominations for director that will not be included in our 2019 proxy statement: February 25, 2019 – March 27, 2019
 
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting To Be Held on Monday, June 25, 2018:
The accompanying notice of annual meeting of stockholders, proxy statement,
form of proxy card and Dell Technologies Annual Report on Form 10-K
for the fiscal year ended February 2, 2018 are available electronically
on our website at http://investors.delltechnologies.com under the
News & Events – Events & Presentations section and at www.proxyvote.com.





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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

The following summary briefly answers some questions you may have regarding these proxy materials and the annual meeting. This summary may not address all questions that could be important to you as a Dell Technologies stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, including the definitions of selected capitalized terms set forth in Annex A to this proxy statement, and the documents referred to in this proxy statement.

Q:
Why am I receiving these materials?
 
A:
You are receiving these proxy materials in connection with the solicitation of proxies on behalf of our Board of Directors for use at the 2018 Annual Meeting of Stockholders, which will take place on Monday, June 25, 2018, at 1:00 p.m., Central Time. As a stockholder as of the close of business on April 26, 2018, which is the record date fixed by the Board of Directors, you are entitled, and are urged, to vote your shares on the proposals described in this proxy statement, and are invited to attend the annual meeting, which will be held online.

Q:
What information is contained in these materials?
 
A:
These materials include
 
our notice of the annual meeting of stockholders;

our proxy statement for the annual meeting; and

our Annual Report for our fiscal year ended February 2, 2018, or Fiscal 2018, which includes our audited consolidated financial statements and which is our annual report to stockholders for the fiscal year.

If you received a full set of printed versions of these materials by mail, these materials also should have included a proxy card or voting instruction form.

The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of the Company’s most highly paid executive officers and its directors, and other required information.

Q:
Why might I have received a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
 
A:
As permitted by the rules of the Securities and Exchange Commission, or the SEC, we are furnishing proxy materials to many of our stockholders via the internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials, or Notice, by mail, you will not receive a paper or e-mail copy of the proxy materials unless you request one. To request a printed or e-mail copy of the proxy materials (free of charge), you should follow the instructions included in the Notice. The Notice also provides instructions on how to access the proxy materials online, how to submit your proxy or voting instructions via the internet, by telephone or mail, and how to vote online at the annual meeting.

Q:
Why did some stockholders not receive a Notice in the mail?
 
A:
Some Dell Technologies stockholders, including stockholders who previously have requested to receive paper copies of the proxy materials, will receive paper copies of the proxy materials instead of a Notice.

In addition, stockholders who previously have elected delivery of proxy materials electronically will receive a Notice by e-mail. Those stockholders should have received an e-mail containing a link to the website where the proxy materials are available and a link to the proxy voting website.



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Q:
How do I access the proxy materials or request a paper or electronic copy of the materials if I received a Notice?
 
A:
The Notice you received from Dell Technologies or your bank, brokerage firm or other nominee provides instructions regarding how to view Dell Technologies’ proxy materials for the annual meeting online. As explained in greater detail in the Notice, to view the proxy materials and submit your proxy or voting instructions, you will need to follow the instructions in your Notice and have available your 16 digit control number contained in your Notice. The proxy statement and Dell Technologies’ Annual Report on Form 10-K for Fiscal 2018, which is our annual report to stockholders for the fiscal year, are also available electronically on our website at http://investors.delltechnologies.com under the News & Events – Events & Presentations section.

A paper or e-mail copy of the proxy materials may be requested (free of charge) using one of the methods described in the Notice.

Q:
What proposals will be voted on at the annual meeting?
 
A:
Stockholders will vote on three proposals at the annual meeting:
 
Proposal 1 - To elect to the Board of Directors the six director nominees specified in this proxy statement

Proposal 2 - To ratify the appointment of PwC as Dell Technologies’ independent registered public accounting firm for the fiscal year ending February 1, 2019

Proposal 3 - To approve named executive officer compensation as disclosed in this proxy statement on a non-binding, advisory basis (Say-on-Pay)

The holders of the outstanding shares of all outstanding classes of our common stock (including holders of Class V common stock), voting as a single class, will vote on the election of the three Group I directors; the holders of the outstanding shares of Class A common stock, voting as a separate class, will vote on the election of the Group II director; and the holders of the outstanding shares of Class B common stock, voting as a separate class, will vote on the election of the two Group III directors.

Q:
How does the Board of Directors recommend that I vote on these proposals?
 
A:
The Board of Directors unanimously recommends that you vote your shares:
 
FOR” the election of each of the Board’s director nominees, as described in Proposal 1

FOR” the ratification of the appointment of PwC as Dell Technologies’ independent registered public accounting firm for the fiscal year ending February 1, 2019, as described in Proposal 2

FOR” approval of named executive officer compensation as disclosed in this proxy statement on a non-binding, advisory basis, as described in Proposal 3

Q:
Who is entitled to vote at the annual meeting?
 
A:
Holders of record of our Class A common stock, Class B common stock, Class C common stock and Class V common stock as of the close of business on April 26, 2018, which is the record date fixed by the Board of Directors, are entitled to vote their shares at the annual meeting.
 
A complete list of stockholders entitled to vote at the annual meeting will be available for inspection by any stockholder for any purpose germane to the annual meeting for at least ten days before the annual meeting during ordinary business hours at our headquarters located at One Dell Way, Round Rock, Texas 78682. In addition, the list will be available to any stockholder for examination online during the annual meeting. To access the list during the annual meeting, please visit www.virtualshareholdermeeting.com/DVMT2018 and enter the 16 digit control number provided on your proxy card, voting instruction form or Notice.

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Q:
What constitutes a quorum for the annual meeting?
 
A:
To conduct any business at the annual meeting, a quorum must be present in person or represented by valid proxies. The holders of record of issued and outstanding shares of Dell Technologies’ common stock representing a majority of the voting power of all issued and outstanding shares of common stock entitled to vote at the meeting, present or represented by proxy, will constitute a quorum for the transaction of business at the meeting.

However, where a separate vote by a class is required with respect to any matter, the holders of the outstanding shares of that class representing a majority of the voting power of all outstanding shares of that class, present or represented by proxy, will constitute a quorum entitled to take action with respect to the vote on that matter. As discussed in this proxy statement, with respect to Proposal 1, a separate vote by the holders of the outstanding shares of Class A common stock is required for the election of the Group II director and a separate vote by the holders of the outstanding shares of Class B common stock is required for the election of the Group III directors.

Q:
How many shares may be voted at the annual meeting?
 
A:
Dell Technologies has issued and outstanding shares of four classes of its authorized common stock:
 
Class A common stock

Class B common stock

Class C common stock

Class V common stock

As of the record date for the annual meeting, an aggregate of 767,983,446 shares of Dell Technologies common stock are outstanding and entitled to vote at the meeting, of which 409,538,423 shares are shares of Class A common stock, 136,986,858 shares are shares of Class B common stock, 22,103,215 shares are shares of Class C common stock and 199,354,950 shares are shares of Class V common stock.

Our Class V common stock is listed on the New York Stock Exchange, or the NYSE, and is registered under Section 12 of the Securities Exchange Act of 1934, or the Exchange Act. No other class of our common stock is listed on the NYSE or registered under the Exchange Act.

Q:
What shares may I vote and what are the voting rights of the holders of Dell Technologies’ common stock?
 
A:
You may vote all of the shares of Dell Technologies’ common stock owned by you as of the close of business on the record date.
 
Each share of Class A common stock is entitled to ten votes per share.

Each share of Class B common stock is entitled to ten votes per share.

Each share of Class C common stock is entitled to one vote per share.

Each share of Class V common stock is entitled to one vote per share.
 
Stockholders are not entitled to cumulate their votes in the election of directors.




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At the annual meeting:
 
The holders of the outstanding shares of all outstanding classes of our common stock (including holders of Class V common stock), voting as a single class, will vote (a) on the election of the three Group I directors and (b) on approval of Proposals 2 and 3

The holders of the outstanding shares of Class A common stock, voting as a separate class, will vote on the election of the Group II director

The holders of the outstanding shares of Class B common stock, voting as a separate class, will vote on the election of the two Group III directors

Q:
What is the difference between a “stockholder of record” and a “beneficial owner”?
 
A:
Whether you are a “stockholder of record” or a “beneficial owner” with respect to your shares of Dell Technologies common stock depends on how you hold your shares:
 
Stockholder of Record: If you hold shares directly in your name on records maintained by Dell Technologies’ transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the “stockholder of record” with respect to those shares, the proxy materials or Notice have been sent directly to you by Dell Technologies, and you may submit a proxy and vote those shares in the manner described in this proxy statement.

Beneficial Owner: If your shares are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and these proxy materials (or a Notice, if applicable) are being forwarded to you by your nominee along with a voting instruction form. You may use the voting instruction form to direct your nominee on how to vote your shares, using one of the methods described on the voting instruction form.

Q:
May I attend the annual meeting? What do I need in order to attend the meeting?
 
A:
The annual meeting will be conducted completely online via the internet. Stockholders may attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/DVMT2018. To access the annual meeting, you will need the 16 digit control number included on your Notice, on your proxy card or on your voting instruction form.

We encourage you to access the meeting before the start time of 1:00 p.m., Central Time, on June 25, 2018. Please allow ample time for online check-in, which will begin at 12:45 p.m., Central Time, on June 25, 2018.

Q:
Why is the annual meeting a virtual, online meeting?
 
A:
By conducting our annual meeting solely online via the internet, we eliminate many of the costs associated with a physical meeting. In addition, we anticipate that a virtual meeting will provide greater accessibility for stockholders, encourage stockholder participation from around the world, and improve our ability to communicate more effectively with our stockholders during the meeting.

Q:
How may I vote my shares at the virtual annual meeting?
 
A:
If you hold shares of Dell Technologies common stock as the stockholder of record or, if you have a valid proxy from the record holder to vote the shares, in street name as a beneficial owner, you have the right to vote those shares at the virtual annual meeting. If you choose to do so, please follow the instructions at www.virtualshareholdermeeting.com/DVMT2018 in order to vote or submit questions during the meeting.
 

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Even if you plan to attend the virtual annual meeting, you should submit a proxy card or voting instruction form for your shares in advance, so that your vote will be counted if you later decide not to attend the virtual annual meeting.

Q:
How may I vote my shares without attending the annual meeting?

A:
Even if you plan to attend the virtual annual meeting, you should submit a proxy or voting instructions before the annual meeting by the method or methods below:
 
For stockholders who received a Notice by mail: You may access the proxy materials and voting instructions over the internet via the web address provided on the Notice. To access the materials and to submit your proxy or voting instructions, you will need the 16 digit control number provided on the Notice you received in the mail. You may submit your proxy or voting instructions by following the instructions on the Notice or on the proxy voting website.

For stockholders who received the proxy materials by e-mail: You may access the proxy materials and voting instructions over the internet via the web address provided in the e-mail. To submit your proxy or voting instructions, you will need the 16 digit control number provided in the e-mail. You may submit your proxy or voting instructions by following the instructions in the e-mail or on the proxy voting website.

For stockholders who received the proxy materials by mail: You may submit your proxy or voting instructions by following the instructions provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions via the internet or by telephone, you will need the 16 digit control number provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope.

Q:
What is the deadline for submitting a proxy or voting instructions via the internet or by telephone?
 
A:
If you are a stockholder of record and do not vote at the virtual annual meeting, you may submit your proxy via the internet or by telephone until 11:59 p.m., Eastern Time (10:59 p.m., Central Time), on Sunday, June 24, 2018.

If you are a beneficial owner of shares held through a bank, brokerage firm or other nominee, please follow the instructions on your voting instruction form.

Q:
May I revoke my proxy or voting instructions before my shares are voted at the annual meeting?
 
A:
Yes. Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the annual meeting, subject to the voting deadlines described in the immediately preceding question. Your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the meeting or file a written notice with the Corporate Secretary of Dell Technologies requesting that your prior proxy be revoked (see instructions below).
 
Stockholders of Record: If you are a stockholder of record, you may revoke a proxy by:
 
signing another proxy card with a later date and delivering it to an officer of the Company before the annual meeting;

submitting a later proxy via the internet or by telephone before 11:59 p.m., Eastern Time (10:59 p.m., Central Time), on June 24, 2018;

providing written notice of your revocation to Dell Technologies’ Corporate Secretary at Dell Technologies Inc., One Dell Way, Round Rock, Texas 78682, Attn: Corporate Secretary; or


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voting your shares online at the annual meeting.

Stockholders of record may change their proxy by using any one of these methods regardless of the method they previously used to submit their proxy. Only the latest dated proxy card you submit will be counted.

Beneficial Owners: If you are a beneficial owner of shares held through a bank, brokerage firm or other nominee, you may submit new voting instructions by:
 
submitting new voting instructions in the manner stated in the voting instruction form; or

voting your shares online at the annual meeting.

Q:
How do I elect to receive future proxy materials electronically?
 
A:
If you received a paper copy of the proxy materials or the Notice, you may elect to receive future Dell Technologies proxy materials electronically by following the instructions on your proxy card or voting instruction form or at www.proxyvote.com. Choosing to receive future proxy materials by e-mail will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by e-mail, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Q:
What does it mean if I receive more than one proxy card or voting instruction form?
 
A:
If your shares are held in more than one account, you will receive a proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please follow the instructions you receive for each account to submit a proxy or voting instructions via the internet or by telephone, or by completing, dating, signing and returning your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided.

Q:
How will my shares be voted if I submit my proxy or voting instruction form but do not provide specific voting instructions in the proxy or voting instruction form I submit?
 
A:
The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.
 
Stockholders of Record: If you submit a proxy to Dell Technologies but do not indicate any voting instructions, your shares will be voted as follows:
 
FOR” the election of each director nominee specified in Proposal 1 on which you are entitled to vote

FOR” Proposal 2 (ratification of appointment of independent registered public accounting firm)

FOR” Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement)

If any other business properly comes before the stockholders for a vote at the annual meeting, or any adjournment or postponement of the meeting, your shares will be voted according to the discretion of the Company’s proxy holders.
 
Beneficial Owners: A bank, brokerage firm or other nominee that holds shares for a beneficial owner will be entitled to vote those shares without instructions from the beneficial owner on matters that are considered to be “routine” in nature. The ratification of the appointment of PricewaterhouseCoopers LLP as Dell Technologies’ independent registered public accounting firm for the fiscal year ending February 1, 2019 in Proposal 2 is the only proposal to be acted on at the annual meeting that would be considered

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routine. Unless instructed by the beneficial owner on how to vote, a bank, brokerage firm or other nominee is not entitled to vote shares it holds for a beneficial owner on any proposals that are considered “non-routine,” which for the annual meeting is Proposal 1 (election of directors) and Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement).

Consequently, if you hold your shares of Dell Technologies common stock through a bank, brokerage firm or other nominee and you do not submit any voting instructions to your nominee, your nominee (1) may not exercise its discretion to vote your shares on Proposal 1 (election of directors) or Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement) but (2) may exercise its discretion to vote your shares on Proposal 2 (ratification of appointment of independent registered public accounting firm). If your shares are voted as directed by your bank, brokerage firm or other nominee on the routine proposal (Proposal 2), your shares will constitute “broker non-votes” on the non-routine proposals (Proposals 1 and 3) and will not affect the outcome of the vote for such proposals (see below for a further discussion of broker non-votes). If you are a beneficial owner and want your vote to count on Proposal 1 (election of directors) and Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement), you must instruct your bank, brokerage firm or other nominee how to vote your shares. 

Q:
What vote is required to approve each of the proposals?
 
A:
The voting requirements for approval of the proposals at the annual meeting, assuming a quorum is present or represented by proxy at the meeting, are as follows:
Proposal
  
Vote required
  
Broker discretionary
voting allowed?
Proposal 1: Election of directors
  
Plurality of votes cast with respect to shares present and entitled to vote on the election of directors constituting each director group*
  
No
 
 
 
Proposal 2: Ratification of appointment of independent registered public accounting firm
  
Affirmative vote of holders of shares representing a majority of voting power of shares present and entitled to vote on the proposal
  
Yes
 
 
 
Proposal 3: Advisory vote to approve named executive officer compensation as disclosed in this proxy statement (Say-on-Pay)
  
Affirmative vote of holders of shares representing a majority of voting power of shares present and entitled to vote on the proposal
  
No
___________________ 
*
The holders of outstanding shares of all outstanding classes of Dell Technologies’ common stock (including holders of Class V common stock), voting as a single class, will vote on the election of the three Group I directors; the holders of the outstanding shares of Class A common stock, voting as a separate class, will vote on the election of the Group II director; and the holders of the outstanding shares of Class B common stock, voting as a separate class, will vote on the election of the two Group III directors.

Q:
What effect do abstentions and “broker non-votes” have on the proposals?
 
A:
If your shares are counted as either a broker non-vote or an abstention, your shares will be included in the number of shares represented for purposes of determining whether a quorum is present. In regard to the effect of each on the outcome of each proposal:
 
Abstentions: Abstentions will have no effect on the outcome of the vote for Proposal 1 (election of directors). Abstentions will have the same effect as a vote against Proposal 2 (ratification of appointment of independent registered public accounting firm) and Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement).
 
Broker non-votes: Broker non-votes will have no effect on the outcome of the vote for Proposal 1 or 3. A “broker non-vote” occurs when (1) the beneficial owner of shares held through a bank, brokerage firm or

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other nominee in “street name” does not give the nominee specific voting instructions on the matter, (2) the proposal being voted on is a matter that is considered “non-routine” in nature and (3) there is at least one “routine” proposal being voted on at the same meeting. If you are a beneficial owner of Dell Technologies common stock and do not submit any voting instructions to your bank, brokerage firm or other nominee, your nominee may exercise its discretion to vote your shares on Proposal 2, because that proposal is considered routine. However, a nominee is not entitled to vote the shares it holds for a beneficial owner on any “non-routine” proposals. Therefore, if you do not provide specific voting instructions to your nominee, and if your shares are voted as directed by your nominee on Proposal 2, your shares will constitute broker non-votes with respect to Proposal 1 or 3, as applicable, because these are non-routine proposals.

Q:
How will the voting power of shares held by our principal stockholders affect approval of the proposals being voted on at the annual meeting?
 
A:
As of the record date for the annual meeting, Michael S. Dell and a separate property trust for the benefit of Mr. Dell’s wife (referred to as the MD stockholders) beneficially owned, in aggregate, approximately 49% of the outstanding shares of our common stock, representing approximately 66% of the total voting power of the outstanding shares of all outstanding classes of common stock. As of the record date for the annual meeting, certain investment funds affiliated with Silver Lake Partners (referred to as the SLP stockholders) beneficially owned, in aggregate, approximately 18% of the outstanding shares of our common stock, including all of the Class B common stock, representing approximately 24% of the total voting power of the outstanding shares of all outstanding classes of common stock. As indicated above, each share of Class A common stock is entitled to ten votes per share and each share of Class B common stock is entitled to ten votes per share.

By reason of their ownership of Class A common stock representing a majority of the total voting power represented by all of the outstanding shares of the Class A common stock, the Class B common stock, the Class C common stock and the Class V common stock, the MD stockholders have the ability to approve any matter submitted to the vote of all of the outstanding shares of our common stock, voting together as a single class. As a result, the MD stockholders have the ability:
 
to elect all of the Group I directors, who have an aggregate of 3 of the 13 total votes on the Board of Directors; and

to determine the outcome of Proposals 2 and 3.

In addition:
 
by reason of their ownership of a majority of the Class A common stock, the MD stockholders have the ability to elect the Group II director, who has an aggregate of 7 of the 13 total votes on the Board of Directors; and

by reason of their ownership of all of the Class B common stock, the SLP stockholders have the ability to elect all of the Group III directors, who have an aggregate of 3 of the 13 total votes on the Board of Directors.

Q:
What happens if additional matters are presented at the annual meeting?
 
A:
If you grant a proxy to the Company, the Company’s proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting. Other than matters and proposals described in this proxy statement, as of the date of this proxy statement, the Company has not received valid notice of any other business to be acted upon at the annual meeting.

Q:
Who will count the votes?
 
A:
Broadridge Financial Solutions, Inc., or a representative or agent of Broadridge Financial Solutions, Inc., will tabulate and certify the votes as the inspector of election for the annual meeting.

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Q:
Where can I find the voting results of the annual meeting?
 
A:
Dell Technologies will report the voting results by filing a current report on Form 8-K with the SEC within four business days following the date of the annual meeting. If the final voting results are not known when Dell Technologies files its report, it will amend the initial report to disclose the final voting results within four business days after those results become known.

Q:
Who will bear the cost of soliciting votes for the annual meeting?
 
A:
Dell Technologies will bear all costs of this proxy solicitation. Proxies may be solicited by mail, in person, by telephone, by facsimile, by electronic means or by advertisements by directors, executive officers and other employees of Dell Technologies or its subsidiaries, without additional compensation. Dell Technologies will reimburse banks, brokerage firms and other nominees for their reasonable expenses to forward proxy materials to beneficial owners.

Q:
Are copies of the proxy materials for the annual meeting and Dell Technologies’ Annual Report on Form 10-K available electronically?
 
A:
Yes. Copies of the proxy materials for the annual meeting and Dell Technologies’ Annual Report on Form 10-K for Fiscal 2018 are available without exhibits at http://investors.delltechnologies.com under the News & Events – Events & Presentations section, and with exhibits at the website maintained by the SEC at www.sec.gov.

Q:
How may I propose matters for inclusion in Dell Technologies’ proxy materials for the 2019 Annual Meeting of Stockholders or for consideration at the 2019 Annual Meeting of Stockholders, and what are the deadlines?
 
A:
For information on how to propose matters for inclusion in Dell Technologies’ proxy materials for the 2019 Annual Meeting of Stockholders or for consideration at the 2019 Annual Meeting of Stockholders without inclusion in our proxy materials, and for the specification of the applicable deadlines, see “Additional Information – Stockholder Proposals for Next Year’s Annual Meeting.”

Q:
What is “householding” and how does it affect me?
 
A:
For information on “householding” of proxy materials and how it may affect you, including how to obtain a separate set of voting materials, see “Additional Information – Stockholders Sharing the Same Last Name and Address.”

Q:
What is the address of Dell Technologies’ principal executive offices?
 
A:
The mailing address of Dell Technologies’ principal executive offices is One Dell Way, Round Rock, Texas 78682.

Q:
Who can help answer my other questions or help me if I need other assistance?
 
A:
If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the proxy card, please contact Investor Relations at investor_relations@dell.com.

If your bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.



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PROPOSAL 1 - ELECTION OF DIRECTORS

The stockholders are being asked to vote for the election of David W. Dorman, William D. Green, Ellen J. Kullman, Michael S. Dell, Egon Durban and Simon Patterson to the Board of Directors. Each of the nominees is currently serving as a director.

Director Groups

Our Board of Directors is currently composed of six members. Under the Dell Technologies certificate of incorporation and the Dell Technologies’ Sponsor Stockholders Agreement (as defined in Annex A), our Board of Directors consists of three groups called the Group I directors, the Group II directors and the Group III directors. There are currently three Group I directors, one Group II director and two Group III directors, consisting of the following directors:
 
David W. Dorman, William D. Green and Ellen J. Kullman are the Group I directors.

Michael S. Dell is the sole Group II director.

 Egon Durban and Simon Patterson are the Group III directors.

The rights of Dell Technologies’ stockholders to elect the directors constituting each group, the terms of the members of each group, and the voting power of the members of each group are described below.

Stockholder Rights to Elect Directors - Dell Technologies’ stockholders are entitled to elect, remove and fill vacancies in respect of members of the Board of Directors as follows:
 
Group I Directors. The holders of Dell Technologies common stock (other than the holders of any Class D common stock that may be issued in the future), voting together as a single class, are entitled to elect, vote to remove or fill any vacancy in respect of any Group I director.

The total number of Group I directors may be increased (to no more than seven) or decreased (to no fewer than three) by action of the Board of Directors that includes the affirmative vote of (1) a majority of the members of the Board then in office, (2) a majority of the Group II directors and (3) a majority of the Group III directors. Any newly created directorship on the Board with respect to the Group I directors that results from an increase in the number of Group I directors may be filled by the affirmative vote of a majority of the members of the Board then in office, so long as a quorum is present, and any other vacancy occurring on the Board with respect to the Group I directors may be filled by the affirmative vote of a majority of the members of the Board then in office, even if less than a quorum, or by a sole remaining director. The holders of a majority of the Dell Technologies common stock (other than the Class D common stock), voting together as a single class, are entitled to remove any Group I director with or without cause at any time. In the event that the Board consists of a number of directors entitled to an aggregate amount of votes that is fewer than seven votes, the number of Group I directors will automatically be increased to such number as is necessary to ensure that the voting power of the Board is equal to an aggregate of seven votes (assuming, for each such calculation, full attendance by each director).

Group II Directors. Until a Designation Rights Trigger Event (as defined in Annex A) has occurred with respect to the Class A common stock, the holders of Class A common stock (and no other class of common stock) have the right, voting separately as a class, to elect up to three Group II directors, and, voting separately as a class, are solely entitled to elect, vote to remove without cause or fill any vacancy in respect of any Group II director.

Upon the occurrence of a Designation Rights Trigger Event with respect to the Class A common stock, the rights of the Class A common stock described above will immediately terminate and no right to elect Group II directors will thereafter attach to the Class A common stock. The total number of Group II directors may

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be increased (to no more than three) by action of the Group II directors or by vote of the holders of Class A common stock, voting separately as a class, or decreased (to no less than one) by vote of the holders of Class A common stock, voting separately as a class. In the case of any vacancy or newly created directorship occurring with respect to the Group II directors, such vacancy or newly created directorship may be filled only by the vote of the holders of the outstanding Class A common stock, voting separately as a class. The holders of Class A common stock, voting separately as a class, are entitled to remove any Group II director with or without cause at any time.

Group III Directors. Until a Designation Rights Trigger Event (as defined in Annex A) has occurred with respect to the Class B common stock, the holders of Class B common stock (and no other class of common stock) have the right, voting separately as a class, to elect the Group III directors, and, voting separately as a class, are solely entitled to elect, vote to remove without cause or fill any vacancy in respect of any Group III director.

Upon the occurrence of a Designation Rights Trigger Event with respect to the Class B common stock, the rights of the Class B common stock described above will immediately terminate and no right to elect Group III directors will thereafter attach to the Class B common stock. The total number of Group III directors may be increased (to no more than three) by action of the Group III directors or by vote of the holders of Class B common stock, voting separately as a class, or decreased (to no less than one) by vote of the holders of Class B common stock, voting separately as a class. In the case of any vacancy or newly created directorship occurring with respect to the Group III directors, such vacancy or newly created directorship may be filled only by the vote of the holders of the outstanding Class B common stock, voting separately as a class. The holders of Class B common stock, voting separately as a class, are entitled to remove any Group III director with or without cause at any time.

Under the Sponsor Stockholders Agreement, the MD stockholders and the SLP stockholders have agreed to vote their shares in favor of the Group I director nominees they jointly designate.

Terms of Directors - Elections of the members of the Board of Directors will be held annually at the annual meeting of Dell Technologies stockholders and each director will be elected for a term commencing on the date of that director’s election and ending on the earliest of (1) the date on which the director’s successor is elected and qualified, (2) solely in the case of the Group II directors, the occurrence of a Designation Rights Trigger Event with respect to the Class A common stock, and (3) solely in the case of the Group III directors, the occurrence of a Designation Rights Trigger Event with respect to the Class B common stock.

Voting Power of Directors - Under the Dell Technologies certificate of incorporation and the Sponsor Stockholders Agreement, the directors constituting each group are currently entitled to the following number of votes while serving on the Board of Directors:
 
Each Group I director is entitled to cast one vote

Each Group II director is entitled to cast the number of votes (or a fraction thereof) which is equal to the quotient obtained by dividing (1) the Aggregate Group II Director Votes (as defined in Annex A), which currently equals seven, by (2) the number of Group II directors then in office

Each Group III director is entitled to cast the number of votes (or a fraction thereof) which is equal to the quotient obtained by dividing (1) the Aggregate Group III Director Votes (as defined in Annex A), which currently equals three, by (2) the number of Group III directors then in office

In accordance with the Dell Technologies certificate of incorporation, as the sole Group II director, Mr. Dell is entitled to cast a majority of the votes of the whole Board of Directors and therefore is able to approve any matter submitted to a vote of the Board, other than those matters that also require the approval of either the Capital Stock Committee or the Audit Committee, and other than matters for which the approval of other groups is specified in the Dell Technologies certificate of incorporation or the Dell Technologies bylaws.

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The following table summarizes certain features relating to the election, number and voting power of members of the Board of Directors:
 
 
Stockholders Entitled to Vote
in Election of Each Director Group
 
 
 
 
 
 
Director Group
 
Class of
Common
Stock
 
% of Total Votes for
Each Group Entitled
to be Cast by Class
 
Number of Directors
Constituting Director
Group
 
Total Number of
Votes Entitled to
be Cast by
Director Group
 
% of Board Votes Entitled to be
Cast by Director
Group
Group I
 
Class A
 
72%
 
Three (Messrs. Dorman and Green and Mrs. Kullman)
 
Three (one per Group I director)
 
23%
Group I
 
Class B
 
24%
 
 
 
 
Group I
 
Class C
 
*
 
 
 
 
Group I
 
Class V
 
4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group II
 
Class A
 
100%
 
One (Mr. Dell)
 
Seven (regardless of the number of Group II directors)
 
54%
 
 
 
 
 
 
 
 
 
 
 
Group III
 
Class B
 
100%
 
Two (Messrs. Durban and Patterson)
 
Three (regardless of the number of Group III directors)
 
23%
_________
*
Less than 1%.

Director Nominees

The Board of Directors has nominated the six individuals currently serving as directors for election at the annual meeting. Each nominee has consented to serve as a nominee, to serve as a director if elected, and to be named as a nominee in this proxy statement. If any nominee is unavailable for election or unable to serve upon election, the Company’s proxy holders will vote the shares of common stock for which they have received validly executed proxies for any substitute nominee proposed by the Board of Directors (unless the Board chooses to reduce the number of authorized directors in accordance with, and subject to the terms of, the Dell Technologies certificate of incorporation).

Biographical and qualification information about each of the nominees is included under “– Director Qualifications and Information.” The Board’s recommendation of its director nominees is based on the terms of the Dell Technologies certificate of incorporation and the Sponsor Stockholders Agreement and on the Board’s carefully considered judgment that the qualifications and experience of the nominees, particularly in areas relevant to Dell Technologies’ strategy and operations, make them suitable candidates to serve on the Board.

The Board of Directors unanimously recommends a vote “FOR” each of the Board’s nominees for director.

Director Qualifications and Information

Director Qualifications - The Board of Directors believes that individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service; should possess the requisite intelligence, education, experience and judgment to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest standards of ethics and integrity, a strong sense of professionalism and intense dedication to serving the interests of Dell Technologies’ stockholders. The following are qualifications, experience and skills for Board members which are important to Dell Technologies’ business and its future:
 

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Leadership Experience - Dell Technologies seeks directors who demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They demonstrate practical management experience, skills for managing change, and deep knowledge of industries, geographies and risk management strategies relevant to the Company. They have experience in identifying and developing Dell Technologies’ current and future leaders. The relevant leadership experience Dell Technologies seeks includes a past or current leadership role in a major public company or recognized privately held entity; a past or current leadership role at a prominent educational institution or senior faculty position in an area of study important or relevant to the Company; a past elected or appointed senior government position; or a past or current senior managerial or advisory position with a highly visible nonprofit organization.

Finance Experience - Dell Technologies believes that all directors should possess an understanding of finance and related corporate reporting processes. Dell Technologies also seeks directors who qualify as an “audit committee financial expert,” as defined in the SEC’s rules, for service on the Audit Committee.

Industry Experience - Dell Technologies seeks directors who have relevant industry experience. Dell Technologies values experience in areas in which Dell Technologies places strategic importance, including new or expanding businesses, customer segments or geographies, organic and inorganic growth strategies, and existing and new technologies; deep or unique understanding of Dell Technologies’ business environments; and experience with, exposure to, or reputation among a broad subset of Dell Technologies’ customer base.

International Experience - Dell Technologies seeks directors who have experience attained through key leadership or management roles in a global business or responsibility for non-U.S. operations.

Diversity of Background - Although the Board of Directors has not established any formal diversity policy to be used to identify director nominees, it recognizes that a current strength of the Board stems from the diversity of perspectives and understanding that arises from discussions involving individuals of varied backgrounds and experience. When assessing a candidate’s background and experience, the Board of Directors takes into consideration a broad range of relevant factors, including a candidate’s gender and ethnic and geographic backgrounds.

Director Matrix - The Board of Directors selects, evaluates and nominates qualified candidates for election or appointment to the Board. The matrix below shows how the director nominees contribute the various skills, experiences and perspectives the Board of Directors considers important.
 
  
Leadership
  
Financial
  
International
  
 
Name
  
Technology
Industry
  
Chief
Executive
Officer
Experience
  
Public
Company
Board
Experience
  
Financial
Literacy
  
Audit
Committee
Financial
Expert
  
Global Mindset,
Emerging
Markets,
Operational
Experience
  
Gender
Michael S. Dell
  
X
  
X
  
X
  
X
  
 
  
X
  
 
David W. Dorman
  
X
  
X
  
X
  
X
  
X
  
X
  
 
Egon Durban
  
X
  
 
  
X
  
X
  
 
  
X
  
 
William D. Green
  
X
  
X
  
X
  
X
  
X
  
X
  
 
Ellen J. Kullman
  
X
  
X
  
X
  
X
  
X
  
X
  
X
Simon Patterson
  
X
  
 
  
X
  
X
  
 
  
X
  
 



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Set forth below is biographical information, as of May 1, 2018, about the persons whom the Board of Directors has nominated for election at the annual meeting, and the qualifications, experience and skills the Board considered in determining that each person should serve as a director:
Michael S. Dell

Group II Director
Age: 53
Director since October 2013
Board committees:
l Executive (Chair)
 
Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies. Mr. Dell served as Chief Executive Officer of Dell Inc., a wholly-owned subsidiary of Dell Technologies, from 1984 until July 2004 and resumed that role in January 2007. In 1998, Mr. Dell formed MSD Capital, L.P. for the purpose of managing his and his family’s investments, and, in 1999, he and his wife established the Michael & Susan Dell Foundation to provide philanthropic support to a variety of global causes. He is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. He serves as a member of the Technology CEO Council and is a member of the U.S. Business Council and the Business Roundtable. He also serves on the governing board of the Indian School of Business in Hyderabad, India, and is a board member of Catalyst, Inc., a non-profit organization that promotes inclusive workplaces for women. In June 2014, Mr. Dell was named the United Nations Foundation’s first Global Advocate for Entrepreneurship. Mr. Dell is also Chairman of the Board of VMware, Inc., a cloud infrastructure and digital workspace technology company, Non-Executive Chairman of SecureWorks Corp., a global provider of intelligence-driven information security solutions, and a director of Pivotal Software, Inc., which provides a leading cloud‑native platform. VMware, Inc., SecureWorks Corp. and Pivotal Software, Inc. are public majority-owned subsidiaries of Dell Technologies. See “– Settlement of SEC Proceeding with Mr. Dell” below for information about legal proceedings to which Mr. Dell has been a party.
 
The Board selected Mr. Dell to serve as a director because of his leadership experience as founder of Dell Inc. and Chairman and Chief Executive Officer of Dell Technologies and his deep technology industry experience.


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David W. Dorman

Group I Director
Age: 64
Director since September 2016
Board committees:
l Capital Stock (Chair)
l Audit
 
Mr. Dorman has been a Founding Partner of Centerview Capital Technology, or Centerview, a private investment firm, since July 2013. Before his association with Centerview, Mr. Dorman served as a Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm, from October 2006 through April 2008, and in a number of positions with AT&T Corp., or AT&T, a global telecommunications company, from 2000 to 2006. Mr. Dorman joined AT&T as President in December 2000 and was named Chairman and Chief Executive Officer in November 2002, a position he held until November 2005, and served as President and a director of AT&T from November 2005 to January 2006. Before his appointment as President of AT&T, Mr. Dorman served as Chief Executive Officer of Concert Communications Services, a global venture created by AT&T and British Telecommunications plc, from 1999 to 2000, as Chief Executive Officer of PointCast Inc., a web-based media company, from 1997 to 1999 and as Chief Executive Officer and Chairman of Pacific Bell Telephone Company from 1994 to 1997. Mr. Dorman has served as Non-Executive Chairman of the Board of CVS Health Corporation (formerly known as CVS Caremark Corporation), a pharmacy healthcare provider, since May 2011, and as a director of CVS Health Corporation since March 2006. He also serves as a director of PayPal Holdings, Inc., an online payments system operator. Mr. Dorman became a board member of Motorola Solutions, Inc., a global provider of communication infrastructure, devices, accessories, software and services, in July 2006, served as Non-Executive Chairman of the Board of that company from May 2008 to May 2011, and served as its Lead Director until his retirement from his board position in May 2015. He served as a director of SecureWorks Corp., a public majority-owned subsidiary of Dell Technologies and global provider of intelligence-driven information security solutions, from April 2016 to July 2016, and a director of eBay Inc., an e-commerce company, from May 2014 until July 2015, when he joined the board of directors of PayPal Holdings Inc. upon its separation from eBay Inc. Mr. Dorman was a board member of Yum! Brands, Inc., a fast food restaurant company, until May 2017. Mr. Dorman is also currently a member of the board of trustees of the Georgia Tech Foundation.
 
The Board selected Mr. Dorman to serve as a director because of his expertise in management, finance and strategic planning gained through his experience as a principal and founder of Centerview and as Chief Executive Officer of AT&T, and because of his extensive public company board and committee experience.
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Egon Durban

Group III Director
Age: 44
Director since October 2013
Board committees:
l Executive
 
Mr. Durban has been a member of the board of directors of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Durban is a Managing Partner and Managing Director of Silver Lake Partners, or Silver Lake, a global private equity firm. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. He has previously worked in the firm’s New York office, as well as the London office, which he launched and managed from 2005 to 2010. Mr. Durban serves on the boards of directors of Motorola Solutions, Inc., a global provider of communication infrastructure, devices, accessories, software and services, VMware, Inc., a cloud infrastructure and digital workspace technology company, SecureWorks Corp., a global provider of intelligence‑driven information security solutions, and Pivotal Software, Inc., which provides a leading cloud‑native platform. VMware, Inc., SecureWorks Corp. and Pivotal Software, Inc. are public majority-owned subsidiaries of Dell Technologies. Previously, Mr. Durban served on the boards of directors of Intelsat S.A., a provider of integrated satellite solutions, from 2011 to 2016, and of NXP Semiconductors N.V., a provider of secure connectivity solutions, from 2006 to 2013. Mr. Durban currently serves on the board of directors of Tipping Point, a poverty-fighting organization that identifies and funds leading non-profit programs in the Bay Area to assist individuals and families in need. Before joining Silver Lake, Mr. Durban worked in Morgan Stanley’s investment banking division.
 
The Board selected Mr. Durban to serve as a director because of his strong experience in technology and finance, and his extensive knowledge of and years of experience in global strategic leadership and management of multiple companies.
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William D. Green

Group I Director
Age: 64
Director since September 2016
Board committees:
l Audit
l Capital Stock
 
Mr. Green served as a director of EMC Corporation, or EMC, from July 2013 to August 2016, before EMC was acquired by Dell Technologies, and as EMC’s independent Lead Director from February 2015 to August 2016. He served on the leadership and compensation committee, the audit committee, and the mergers and acquisitions committee of the EMC board of directors. Mr. Green served as Chairman of the Board of Accenture plc, a global management consulting, technology services and outsourcing company, from August 2006 until his retirement in February 2013, and as Chief Executive Officer of that company from September 2004 through December 2010. He was elected as a partner of Accenture plc in 1986. Mr. Green is Co-Chief Executive Officer and Co-Chairman of GTY Technology Holdings Inc., a special purpose acquisition company. Mr. Green is also a member of the boards of directors of S&P Global Inc. (formerly known as McGraw Hill Financial, Inc.), where he serves on the board’s compensation and leadership development committee and nominating and corporate governance committee, of Pivotal Software, Inc., a public majority‑owned subsidiary of Dell Technologies that provides a leading cloud‑native platform, where he serves on the board’s audit committee and compensation committee, and of Inovalon Holdings, Inc., a company that provides data analytics, intervention and reporting platforms to the healthcare industry, where he serves on the board’s compensation committee, nominating and corporate governance committee and security and compliance committee.
 
The Board selected Mr. Green to serve as a director because of his leadership and operating experience as the former Chairman and CEO of Accenture, deep understanding of the information technology industry and broad international business expertise.
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12258708&doc=16
 

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Ellen J. Kullman

Group I Director
Age: 62
Director since September 2016
Board committees:
l Audit (Chair)
l Capital Stock
 
Mrs. Kullman served as Chief Executive Officer of E. I. du Pont de Nemours and Company, or DuPont, a provider of basic materials and innovative products and services for diverse industries, from January 2009 to October 2015 and as Chair of DuPont from December 2009 to October 2015. She served as President of DuPont from October 2008 to December 2008. From June 2006 through September 2008, she served as Executive Vice President of DuPont. Before her service in that position, Mrs. Kullman was Group Vice President-DuPont Safety & Protection. She served as Chair of the US-China Business Council, a member of the US-India CEO Forum and on the executive committee of the Business Council. She is a member of the National Academy of Engineering and co-chaired their Committee on Changing the Conversation: From Research to Action. Mrs. Kullman also serves as a director of United Technologies Corporation, a provider of high-technology products and services to the building systems and aerospace industries, Amgen Inc., a developer and manufacturer of human therapeutics, and The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. She is a member of the board of trustees of Northwestern University and serves on the board of overseers at Tufts University School of Engineering.
 
The Board selected Mrs. Kullman to serve as a director because of her leadership and operating experience as the former Chair and CEO of DuPont, her extensive experience with technology and product development, and experience implementing business strategy around the world.

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12258708&doc=6
 

Simon Patterson

Group III Director
Age: 45
Director since October 2013
No Board committees

 
Mr. Patterson has been a member of the board of directors of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Patterson is a Managing Director of Silver Lake Partners, a global private equity firm, which he joined in 2005. Mr. Patterson previously worked at Global Freight Exchange Limited, a logistics software company acquired by Descartes Systems Group, the Financial Times, and McKinsey & Company, a global management consulting firm. Mr. Patterson serves on the board of directors of Tesco plc, a multinational grocery and general merchandise retailer. He also serves on the boards of trustees of the Natural History Museum in London and The Royal Foundation of The Duke and Duchess of Cambridge and Prince Harry. Previously, he served on the boards of directors of Intelsat S.A., a provider of integrated satellite solutions and N Brown Group plc, a digital fashion retailer.
 
The Board selected Mr. Patterson to serve as a director because of his extensive knowledge of and years of experience in finance, technology and global operations.


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12258708&doc=10
 

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Settlement of SEC Proceeding with Mr. Dell - On October 13, 2010, a federal district court approved settlements by Dell Inc. and Mr. Dell with the SEC resolving an SEC investigation into Dell Inc.’s disclosures and alleged omissions before fiscal year 2008 regarding certain aspects of its commercial relationship with Intel Corporation and into separate accounting and financial reporting matters. Dell Inc. and Mr. Dell entered into the settlements without admitting or denying the allegations in the SEC’s complaint, as is consistent with common SEC practice. The SEC’s allegations with respect to Mr. Dell and his settlement were limited to the alleged failure to provide adequate disclosures with respect to Dell Inc.’s commercial relationship with Intel Corporation before fiscal year 2008. Mr. Dell’s settlement did not involve any of the separate accounting fraud charges settled by Dell Inc. and others. Moreover, Mr. Dell’s settlement was limited to claims in which only negligence, and not fraudulent intent, is required to establish liability, as well as secondary liability claims for other non-fraud charges. Under his settlement, Mr. Dell consented to a permanent injunction against future violations of these negligence-based provisions and other non-fraud based provisions related to periodic reporting. Specifically, Mr. Dell consented to be enjoined from violating Sections 17(a)(2) and (3) of the Securities Act of 1933 and Rule 13a-14 under the Exchange Act, and from aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 under the Exchange Act. In addition, Mr. Dell agreed to pay a civil monetary penalty of $4 million, which has been paid in full. The settlement did not include any restrictions on Mr. Dell’s continued service as an officer or director of Dell Inc.

Corporate Governance

Corporate Governance Principles - The Board of Directors is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board of Directors has adopted the Dell Technologies Corporate Governance Principles to provide an effective corporate governance framework for the Company. The Corporate Governance Principles reflect a set of core values that provide the foundation for our governance and management systems and our interactions with others. A copy of those principles can be found on our website at http://investors.delltechnologies.com under the Corporate Governance section.

Controlled Company Status - The Class V common stock is listed on the NYSE. As a result, Dell Technologies is subject to governance requirements under the NYSE rules.

Dell Technologies is a “controlled company” under the rules of the NYSE. As a result, it qualifies for exemptions from, and has elected not to comply with, certain corporate governance requirements under NYSE rules, including the requirements that Dell Technologies have a board that is composed of a majority of “independent directors,” as defined under NYSE rules, and a compensation committee and a nominating committee that are composed entirely of independent directors. Even though Dell Technologies is a controlled company, it is required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the Audit Committee, as discussed below.

The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Mr. Dell beneficially owns shares of our Class A common stock representing more than 50% of the voting power of our shares of common stock eligible to vote in the election of our directors. If Dell Technologies ceases to be a controlled company and the Class V common stock continues to be listed on the NYSE, Dell Technologies will be required to comply with the director independence requirements of the NYSE relating to the board of directors, a compensation committee and a nominating committee by the date its status changes or within specified transition periods applicable to certain provisions.

Director Independence - The Board of Directors has affirmatively determined that Messrs. Dorman and Green and Mrs. Kullman, constituting three of our six directors, are independent under the NYSE rules and the standards for independent directors established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. The NYSE rules provide that, in order to determine that a director is independent, the Board of Directors must determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In

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accordance with the NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the Board of Directors considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation.

Board Leadership - The Dell Technologies bylaws provide that the Chairman of the Board will preside at all meetings of the Board of Directors at which he is present. The Chief Executive Officer has management responsibility for the business and affairs of the Company. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Dell.

The Board of Directors has determined that its current structure, with combined Chairman and Chief Executive Officer roles and exercise of key Board oversight responsibilities by the independent directors serving on the Audit and Capital Stock Committees, as discussed below, is in the best interests of Dell Technologies and our stockholders. The Board of Directors believes that combining the Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company given Mr. Dell’s in-depth knowledge of Dell Technologies’ business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. As Chief Executive Officer, Mr. Dell is intimately involved in the day-to-day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the Board’s independent directors.
Our Corporate Governance Principles contain several features which the Company believes will help ensure that the Board of Directors maintains effective and independent oversight of management, including the following:
 
Executive sessions of the independent directors are held at any time requested by a majority of the independent directors and, in any event, are held at least twice during each fiscal year in connection with regularly scheduled Board meetings. The agenda for each executive session focuses principally on whether management is performing its responsibilities in a manner consistent with the Board’s direction.

All members of the Audit Committee and the Capital Stock Committee are independent directors. The chairs of these committees have authority to conduct executive sessions of each committee without management and non-independent directors present.

At each executive session of the independent directors, those directors elect an independent director as presiding director to chair the next executive session.

Board Committees - The Board of Directors has established three standing committees, which consist of the Audit Committee, the Capital Stock Committee and the Executive Committee. These committees assist the Board of Directors in discharging its oversight responsibilities. The Board of Directors has adopted a written charter for each of the standing committees. These charters form an integral part of Dell Technologies’ Corporate Governance Principles. A current copy of each charter can be found on Dell Technologies’ website at http://investors.delltechnologies.com under the Corporate Governance section.
 
The following table shows the current members of the Board of Directors and the committees and director groups to which each director belongs and indicates the directors determined by the Board of Directors to be independent under the NYSE rules and our Corporate Governance Principles.
 
  
Audit
Committee
  
Capital Stock
Committee
  
Executive
Committee
  
Director
Group
  
Independent
Michael S. Dell
  
 
  
 
  
Chair
  
II
  
 
David W. Dorman
  
ü
  
Chair
  
 
  
I
  
ü
Egon Durban
  
 
  
 
  
ü
  
III
  
 
William D. Green
  
ü
  
ü
  
 
  
I
  
ü
Ellen J. Kullman
  
Chair
  
ü
  
 
  
I
  
ü
Simon Patterson
  
 
  
 
  
 
  
III
  
 

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Descriptions of the primary responsibilities of each committee are set forth below.

Audit Committee

The Audit Committee has three members and is composed entirely of members of the Board of Directors who satisfy the standards of independence established for independent directors under the NYSE rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act, as determined by the Board of Directors. Under the Sponsor Stockholders Agreement, the membership of the Audit Committee is required to consist solely of no fewer than three directors that are qualified as independent directors as described above. The Board of Directors has determined that each member of the Audit Committee meets the “financial literacy” requirement for Audit Committee members under the NYSE rules and that each member is an “audit committee financial expert” within the meaning of SEC rules.

The Audit Committee’s primary responsibilities include, among other matters:
 
appointing, retaining, compensating and overseeing a qualified firm to serve as the independent registered public accounting firm to audit Dell Technologies’ financial statements;

assessing the independence and performance of the independent registered public accounting firm;

reviewing and discussing the scope and results of the audit and Dell Technologies’ interim and year-end operating results with the independent registered public accounting firm and management;

establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing Dell Technologies’ policies on risk assessment and risk management;

reviewing and, if appropriate, approving or ratifying transactions with related persons;

obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes the accounting firm’s internal quality control procedures, any material issues raised by those procedures or other review or inspection, and any steps taken to deal with those issues; and

pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services in accordance with SEC rules, to be performed by the independent registered public accounting firm.

In conjunction with the mandatory rotation of the audit firm’s lead engagement partner or partner responsible for reviewing the audit, the Audit Committee and its chair are directly involved in the selection of the independent registered public accounting firm’s new lead engagement partner.

Capital Stock Committee

Under the Dell Technologies bylaws, the Capital Stock Committee must consist of a majority of directors determined by the Board of Directors to satisfy the independence requirements under NYSE rules for audit committee service. The Capital Stock Committee currently consists solely of directors who satisfy these independence requirements.

The Capital Stock Committee has been granted powers, authority and responsibilities by the Board of Directors in connection with the adoption of general policies governing the relationship between business groups or otherwise, including with respect to, among other matters: (1) the business and financial relationships between the DHI Group (as defined in Annex A) or any business or subsidiary allocated to the DHI Group, on the one hand, and the Class V Group (as defined in Annex A) or any business or subsidiary allocated to the Class V Group, on the other hand; and (2) any matters arising in connection with the foregoing relationships. The grant of such powers, authority and

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responsibilities has been made pursuant to the Dell Technologies bylaws and the Tracking Stock Policy governing the Class V common stock.

Without the approval of the Capital Stock Committee, the Board of Directors may not approve:

any investment made by or attributed to the Class V Group, including any investment of any dividends received on the common stock of VMware, Inc. attributed to the Class V Group, other than (1) investments made by VMware, Inc. or (2) any reallocation related to the Retained Interest Dividend Amount (as defined in Annex A) or Retained Interest Redemption Amount (as defined in Annex A);

any allocation of any acquired assets, businesses or liabilities to the Class V Group;

any allocation or reallocation of any assets, businesses or liabilities from one group to the other (other than a pledge of any assets of one group to secure obligations of the other, or any foreclosure on the assets subject to such a pledge); or

any resolution, or the submission to the Dell Technologies stockholders of any resolution, setting forth an amendment to the Dell Technologies certificate of incorporation to increase the number of authorized shares of Class V common stock or any series thereof at any time when the common stock of VMware, Inc. is publicly traded and VMware, Inc. is required to file reports under Sections 13 and 15(d) of the Exchange Act.

Any determination by the Board of Directors to amend, modify or rescind such general policies may become effective only with the approval of the Capital Stock Committee.

For so long as any shares of Class V common stock remain outstanding, the provisions of the Dell Technologies bylaws creating the Capital Stock Committee may not be amended or repealed (1) by the Dell Technologies stockholders unless such action has received the affirmative vote of the holders of record (other than shares held by Dell Technologies’ affiliates), as of the record date for the meeting at which such vote is taken, of (a) Class V common stock representing a majority of the aggregate voting power (other than shares held by the Dell Technologies’ affiliates) of Class V common stock present, in person or by proxy, at such meeting and entitled to vote thereon, voting together as a separate class, and (b) common stock representing a majority of the aggregate voting power of the Dell Technologies common stock present, in person or by proxy, at such meeting and entitled to vote thereon or (2) by any action of the Board of Directors.

A copy of the Tracking Stock Policy governing the Class V common stock is available on our website at http://investors.delltechnologies.com under the Tracking Stock Information section.

Executive Committee

Under the Sponsor Stockholders Agreement, the Executive Committee must consist solely of Group II directors and Group III directors and, until a Designation Rights Trigger Event has occurred with respect to the Class A common stock or the Class B common stock, as applicable, must include at least one Group II director and at least one Group III director. The voting power of the Group II directors and the Group III directors on the Executive Committee is proportionate to their respective voting power on the Board of Directors, as described above. The Executive Committee is responsible for, among other matters:
 
providing our executive officers with advice and input regarding the operations and management of our business; and

considering and making recommendations to the Board of Directors regarding Dell Technologies’ business strategy.
 

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The Executive Committee has been delegated the power and authority of the Board of Directors over the following matters to the fullest extent permitted under Delaware law:
 
review and approval of acquisitions and dispositions by Dell Technologies and its subsidiaries, excluding dispositions of shares of Class V common stock or VMware, Inc. common stock;

review and approval of the annual budget and business plan of Dell Technologies and its subsidiaries;

the incurrence of indebtedness by Dell Technologies and its subsidiaries, to the extent that the incurrence requires approval of the Board of Directors;

the entering into of material commercial agreements, joint ventures and strategic alliances by Dell Technologies and its subsidiaries, to the extent the action requires approval by the Board of Directors;

acting as the compensation committee of the Board of Directors, including (1) reviewing and approving the compensation policy for Dell Technologies’ senior executives and directors and approving (or making recommendations to the full Board of Directors to approve) cash and equity compensation for Dell Technologies’ senior executives and directors, (2) the appointment and removal of senior executives of Dell Technologies and its subsidiaries, (3) reviewing and approving recommendations regarding aggregate salary and bonus budgets and guidelines for other employees and (4) acting as administrator of Dell Technologies’ equity and cash compensation plans;

the adoption of employee benefit plans by Dell Technologies and its subsidiaries, to the extent that the action requires approval of the Board of Directors;

the redemption or repurchase by Dell Technologies of DHI Group common stock (as defined in Annex A);

the commencement and settlement by Dell Technologies and its subsidiaries of material litigation, to the extent that the action requires approval of the Board of Directors; and

any other matters that may be delegated by the Board of Directors to the Executive Committee.

For a discussion of the process by which the Executive Committee evaluates and determines executive officer compensation, see “Compensation Discussion and Analysis – Executive Compensation – Process for Evaluating and Determining Executive Officer Compensation.”

Compensation Committee Interlocks and Insider Participation - The Executive Committee, which is composed of Messrs. Dell and Durban, acts as the compensation committee of the Board. Mr. Dell is our Chief Executive Officer. None of Dell Technologies’ executive officers served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity that has or had one or more executive officers who served as a member of Dell Technologies’ Board of Directors or the Executive Committee during Fiscal 2018. For information concerning transactions among each of Messrs. Dell and Durban and related persons, on the one hand, and Dell Technologies and its subsidiaries, on the other hand, see “Additional Information – Certain Relationships and Related Transactions.”

Board Risk Oversight - The Board of Directors oversees and maintains Dell Technologies’ governance and compliance processes and procedures to promote the conduct of Dell Technologies’ business in accordance with applicable laws and regulations and with the highest standards of responsibility, ethics and integrity. As part of its oversight responsibility, the Board is responsible for the oversight of risks facing the Company and seeks to provide guidance with respect to the management and mitigation of those risks. An analysis of strategic and operational risks is presented to the Board in reports submitted by the Chief Executive Officer, the Chief Financial Officer and the General Counsel, as well as by other members of Dell Technologies’ senior management who regularly appear before the Board to provide detailed overviews of the businesses they oversee. Directors have complete and open

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access to all Dell Technologies employees and are free to communicate, and do communicate, directly with management.

The Board of Directors delegates oversight of the following specific areas of risk to its committees:
 
The Audit Committee is responsible for the oversight of risk policies and processes relating to Dell Technologies’ financial statements and financial reporting processes. The Audit Committee reviews and discusses with management, the independent registered public accounting firm and the Vice President of Corporate Audit significant risks and exposures to Dell Technologies and the steps management has taken or plans to take to minimize or manage these risks. The Audit Committee also is responsible for discussing policies and guidelines governing compliance risk assessment and management and for reviewing and assessing with management Dell Technologies’ major information technology risk exposures (including cybersecurity risk exposures) and risk monitoring and mitigation measures. The Audit Committee meets in executive session with each of the Chief Financial Officer, the Chief Accounting Officer, the Vice President of Corporate Audit, the Vice President for Ethics and Compliance and Dell Technologies’ independent registered public accounting firm at each regular meeting of the Audit Committee.
 
The Executive Committee, which acts as the Board’s compensation committee, monitors the risks associated with succession planning and development as well as compensation plans and arrangements and, in this role, evaluates the effect Dell Technologies’ compensation arrangements may have on risk decisions.

Each of the committee chairs reports to the full Board of Directors at its regular meetings concerning the activities of the committee, the significant issues it has discussed, and the actions taken by the committee.

Although the Board of Directors is responsible for risk oversight, management is responsible for risk management. Dell Technologies seeks to maintain an effective internal control environment and has processes to identify and manage risk, including an Executive Risk Steering Committee, which is a committee composed of members of management. This committee exercises oversight of the various risk assessment and monitoring and controls processes across the Company, which include an annual risk assessment process that supports the annual internal audit plan. Dell Technologies also maintains and enforces a Code of Conduct, a Code of Ethics for Senior Financial Officers, an Accounting Code of Conduct, an ethics and compliance program, a comprehensive internal audit process, and approved quality standards.

Meetings and Attendance - In Fiscal 2018, the full Board of Directors met four times and the Audit Committee met eight times. The Capital Stock Committee and the Executive Committee did not meet during Fiscal 2018, instead acting by unanimous written consent. In Fiscal 2018, each member of the Board of Directors attended at least 75% of the total number of meetings of the Board and each Board committee held during the period in which such member served as a director of Dell Technologies or as a member of such committee.

Dell Technologies does not have a policy on director attendance at annual meetings of stockholders. Each member of the Board of Directors attended last year’s annual meeting held on June 26, 2017.

Communications with Directors - Any interested person (whether or not a Dell Technologies stockholder) may send communications to the Board of Directors as a whole, the independent directors as a group, any Board committee, or any individual member of the Board. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Corporate Governance section.

In addition, any person who has a concern about the Dell Technologies’ conduct, accounting, financial reporting, internal controls or auditing matters may communicate that concern directly to the independent directors or to the Audit Committee (through the committee chair). These communications may be made on a confidential and anonymous basis, and may be e-mailed, submitted in writing or reported by phone to the Company’s Global Ethics and Compliance office. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Corporate Governance section. All of these

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concerns will be forwarded to the appropriate directors for their review and will be simultaneously reviewed and addressed by the Global Ethics and Compliance office in the same manner in which such concerns are addressed by the Company’s management.
 
The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board of Directors on a quarterly basis. The independent directors or the Audit Committee may undertake special action, including the retention of outside advisors or counsel, with respect to any concern addressed to them. Our Code of Conduct prohibits any employee from retaliating or taking any adverse action against any other employee or other person for raising in good faith, or helping to resolve, an integrity concern.

Director Compensation

Our Board of Directors has adopted a compensation program for our independent directors that we believe will enable us to attract and retain qualified directors, provide them with compensation at a level that is consistent with our compensation objectives and encourage their ownership of our common stock to further the alignment of their interests with the interests of our stockholders. Our compensation program for independent directors includes the following elements:
 
an annual cash retainer with a value of $75,000, all or a portion of which the director may elect to receive in the form of deferred stock units;

an annual equity retainer with a value of $225,000 payable (a) 25% in options to purchase shares of Class C common stock, (b) 25% in options to purchase shares of Class V common stock, (c) 25% in restricted stock units that settle in shares of Class C common stock and (d) 25% in restricted stock units that settle in shares of Class V common stock, all or a portion of which restricted stock units the director may elect to receive in the form of deferred stock units;

an additional annual cash retainer with a value of $25,000 for service as chair of the Audit Committee or Capital Stock Committee, all or a portion of which the director may elect to receive in the form of deferred stock units; and

an initial equity retainer with a value of $1,000,000 upon the director’s initial election or appointment to the Board, payable 50% in options to purchase shares of Class C common stock and 50% in options to purchase shares of Class V common stock.

Upon any election by an independent director to receive the annual cash retainer or annual committee chair retainer in the form of deferred stock units, the deferred stock units issued in accordance with the election will be allocated equally between units that settle in shares of Class C common stock and units that settle in shares of Class V common stock.

We believe that granting to each independent director the initial equity retainer described above will, among other objectives, provide those directors with an equity interest in the Company that will enhance the alignment of their interests with those of our stockholders.

An independent director elected to the Board of Directors, other than through election at an annual meeting of stockholders, will be awarded a pro-rated portion of each applicable annual retainer.

All of the equity-based awards are granted under the Dell Technologies Inc. 2013 Stock Incentive Plan. Each equity-based award will vest in full on the first anniversary of the grant date, except that (1) the initial equity retainer awards will vest annually in equal installments over four years from the grant date and (2) deferred stock units will settle in shares of Class C common stock or Class V common stock, as applicable, on the earlier of the termination of the applicable director’s Board service for any reason or a change in control of Dell Technologies. The vesting of unvested equity-based awards will be accelerated upon the director’s death or disability, the termination of the director’s service without cause and a change in control of Dell Technologies. The shares of Class C common stock

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received in the settlement of the restricted stock units and stock options exercisable for Class C common stock are subject to the terms and conditions of a management stockholders agreement.

We reimburse our directors for their reasonable expenses incurred in attending meetings of our Board of Directors or committees.
 
We also provide our independent directors with liability insurance coverage for their activities as directors. The Dell Technologies certificate of incorporation and bylaws provide that our directors are entitled to indemnification and advancement of expenses from us to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with each of our directors to afford them contractual assurances regarding the scope of their indemnification and to provide procedures for the determination of a director’s right to receive indemnification and to receive reimbursement of expenses as incurred in connection with any related legal proceedings.

The following table sets forth the compensation paid to our independent directors for Fiscal 2018.

Fiscal 2018 Director Compensation
Name
  
Fees earned
or paid in cash (1)
($)
  
Stock
awards (2)
($)
  
Option
awards (3)
($)
 
Total
($)
David W. Dorman
 
100,000
 
112,500
 
112,500
 
325,000
William D. Green
 
75,000
 
112,500
 
112,500
 
300,000
Ellen J. Kullman
 
100,000
 
112,500
 
112,500
 
325,000
_____________
(1)
Each of Mr. Dorman and Mrs. Kullman elected to receive 75% of the annual cash retainer and committee chair retainer to which such director was entitled in the form of deferred stock units, which were allocated equally between units that settle in Class C common stock and units that settle in Class V common stock. Each of Mr. Dorman and Mrs. Kullman received (a) 1,146 deferred stock units that settle in shares of Class C common stock, determined by dividing the applicable portion of the aggregate retainer amounts by the fair market value of a share of Class C common stock as of September 28, 2017, based upon the good faith determination by the Board of Directors of such fair market value most immediately preceding such date, and (b) 486 deferred stock units that settle in shares of Class V common stock deferred stock units, determined by dividing the applicable portion of the aggregate retainer amounts by the closing price of a share of Class V common stock as reported on the NYSE on September 28, 2017.
(2)
Stock awards were made in the form of restricted stock units that settle in Class C common stock or Class V common stock, subject to each director’s right to elect to receive a specified portion in deferred stock units. For the annual equity retainer, Mrs. Kullman elected to receive in the form of deferred stock units 75% of both the awards of restricted stock units that settle in Class C common stock and the awards of restricted stock units that settle in Class V common stock. Each of Messrs. Dorman and Green and Mrs. Kullman was awarded a total of 1,720 restricted stock units that settle in Class C common stock and a total of 729 restricted stock units that settle in Class V common stock. The aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of the restricted stock units that settle in Class C common stock and the restricted stock units that settle in Class V common stock received by each director were $56,250 and $56,250, respectively. The assumptions used by us in calculating these amounts are incorporated herein by reference to Note 19 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended February 2, 2018, filed with the SEC on March 29, 2018, which we refer to as our 2018 Form 10-K. As of February 2, 2018, (a) Mr. Dorman held an aggregate of 2,449 outstanding restricted stock units and 3,770 outstanding deferred stock units; (b) Mr. Green held an aggregate of 2,449 outstanding restricted stock units; and (c) Mrs. Kullman held an aggregate of 613 outstanding restricted stock units and 8,012 outstanding deferred stock units.
(3)
Consists of annual option awards that are allocated between options to purchase Class C common stock and options to purchase Class V common stock. Each of Messrs. Dorman and Green and Mrs. Kullman received 4,986 options to purchase Class C common stock and 3,227 options to purchase Class V common stock. The aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of the options to purchase Class C common stock and the options to purchase Class V common stock received by each director were $56,664 and $57,626, respectively. The assumptions used by us in calculating these amounts are incorporated herein by reference to Note 19 to our consolidated financial statements in our 2018 Form 10-K. As of February 2, 2018, each of Messrs. Dorman and Green and Mrs. Kullman held an aggregate of 93,047 outstanding option awards.

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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors is asking the stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP, or PwC, as Dell Technologies’ independent registered public accounting firm for the fiscal year ending February 1, 2019, or Fiscal 2019.

PwC is a registered independent public accounting firm and has served as Dell Inc.’s independent registered public accounting firm since 1986 and Dell Technologies’ independent registered public accounting firm since the closing of Dell Inc.’s going-private transaction in October 2013. Although current law, rules and regulations, as well as the Audit Committee’s charter, require Dell Technologies’ independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board of Directors considers the selection of an independent registered public accounting firm to be an important matter of stockholder concern and considers a proposal for stockholders to ratify this selection to be an opportunity for stockholders to provide direct feedback to the Board on an important issue of corporate governance. If the stockholders do not ratify the selection of PwC, the Audit Committee will take the vote into consideration in determining whether to retain PwC and whether to engage the firm in future years, but may continue to retain PwC. If the appointment is ratified by stockholders, the Audit Committee in its discretion nevertheless may change the appointment at any time during the current fiscal year if it determines that a change would be in the best interests of the Company and its stockholders.

Representatives of PwC are expected to be present at the annual meeting and available to respond to appropriate questions, and will have an opportunity to make a statement if they desire to do so.

The Board of Directors unanimously recommends a vote “FOR” the ratification of PwC as Dell Technologies’ independent registered public accounting firm for Fiscal 2019.

In addition to retaining PwC to conduct an independent audit of the consolidated financial statements, Dell Technologies engages PwC from time to time to perform other permissible non-audit services. The following table sets forth all fees incurred in connection with professional services rendered to Dell Technologies by PwC during Fiscal 2018 and the fiscal year ended February 3, 2017, or Fiscal 2017.

Independent Registered Public Accounting Firm Fees (in millions)
Fee Type
  
Fiscal 2018
  
Fiscal 2017
Audit Fees(a)
  
$
28.6

 
$
29.0

Audit-Related Fees(b)
  
3.1

 
8.2

Tax Fees(c)
  
1.7

 
3.7

All Other Fees(d)
  
0.1

 
0.1

Total
  
$
33.5

 
$
41.0

___________
(a)
This category includes fees incurred for professional services rendered in connection with the audit of the annual financial statements, for the review of the quarterly financial statements, for comfort letters and consents, for the statutory audits of international subsidiaries and for other procedures.
(b)
This category includes fees incurred for professional services rendered in connection with assurance and other activities reasonably related to the audit or review of Dell Technologies’ financial statements, including the audits of Dell Technologies’ employee benefit plans, contract compliance reviews, phased audit procedures of pre-adoption accounting documentation and accounting research. Audit-related fees in Fiscal 2017 of approximately $4.9 million included services related to carve-out audits for our discontinued operations.
(c)
This category includes fees incurred for domestic and international income tax compliance and tax audit assistance, and for corporate-wide tax planning services.
(d)
This category consists of fees for all products and services other than the services reported in notes (a) through (c) above, and includes fees primarily incurred for training presentations recognized for Association of Chartered Certified Accountants and Chartered Institute of Management Accountants qualifications.
 

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The Audit Committee has determined that the provision of the non-audit services described in notes (c) and (d) to the table above was compatible with maintaining the independence of PwC.

The Audit Committee pre-approved performance by PwC of the foregoing services that were required to be pre-approved under SEC rules. The Audit Committee has adopted a policy requiring pre-approval by the committee of all services (audit and non-audit) to be provided by Dell Technologies’ independent registered public accounting firm other than in accordance with a limited de minimis exception as provided for under SEC rules. In accordance with that policy, the Audit Committee has given its pre-approval for the provision of audit services by PwC for Fiscal 2019, including PwC’s audit fees, and has also given its pre-approval for up to one year in advance for the provision by PwC of particular categories or types of audit-related, tax and other permitted non-audit services. In circumstances in which the services proposed to be provided by PwC are not covered by one of those pre-approvals, the Audit Committee may delegate authority to the chair or other designated members of the Audit Committee to pre-approve those services. Any pre-approvals granted under this delegated authority would then be communicated to the full Audit Committee.





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PROPOSAL 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

In this Proposal 3, in accordance with Section 14A of the Exchange Act and the SEC’s rules thereunder, the Board of Directors is asking stockholders to approve, on a non-binding, advisory basis, the compensation of Dell Technologies’ named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures beginning on page 34.

The Board of Directors unanimously recommends a vote “FOR” approval of Dell Technologies’ compensation of its named executive officers as disclosed in this proxy statement.

As described below in the sections of this proxy statement under “Compensation Discussion and Analysis” and “Compensation of Executive Officers,” the Executive Committee, which acts as the Board’s compensation committee, has structured Dell Technologies’ executive compensation program to emphasize long-term, performance-dependent pay to motivate and reward long-term value creation for Dell Technologies’ stockholders. Dell Technologies’ executive compensation program has a number of features designed to ensure adherence to the Company’s pay-for-performance philosophy.

The Board of Directors urges stockholders to read the Compensation Discussion and Analysis below, which describes in detail how Dell Technologies’ executive compensation practices operate and are designed to achieve Dell Technologies’ core executive compensation objectives. The Board also urges stockholders to review the Fiscal 2018 Summary Compensation Table and other compensation tables and the narrative disclosures accompanying the tables appearing under “Compensation of Executive Officers,” which provide detailed information about the compensation of our named executive officers. The Executive Committee and the Board of Directors believe that the compensation practices described in the Compensation Discussion and Analysis are effective in achieving Dell Technologies’ core executive compensation objectives and that the compensation of its named executive officers as disclosed in this proxy statement reflects and supports the appropriateness of Dell Technologies’ executive compensation philosophy and practices. This vote is not intended to address any specific item of compensation, but rather the overall compensation paid to our executive officers and the philosophy, policies and practices described in this proxy statement.

In accordance with Section 14A of the Exchange Act and the SEC’s rules thereunder, Dell Technologies is asking stockholders to approve this proposal by approving the following non-binding resolution:

RESOLVED, that the compensation paid to Dell Technologies’ named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

A vote on this resolution, commonly referred to as a Say-on-Pay resolution, is not binding on the Executive Committee, the Board of Directors or Dell Technologies. Although the vote is advisory in nature and non-binding, the Board of Directors and the Executive Committee value the views of the Company’s stockholders and will take the voting results into account when considering future executive compensation questions.




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COMPENSATION COMMITTEE REPORT

The Executive Committee of the Board of Directors of Dell Technologies Inc., acting as the compensation committee of the Board of Directors, has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussion, the Executive Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into Dell Technologies Inc.’s Annual Report on Form 10-K for the fiscal year ended February 2, 2018.

 
 
 
EXECUTIVE COMMITTEE
 
 
 
 
 
 
 
 
Michael S. Dell, Chair
Egon Durban


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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis is intended to provide stockholders with an understanding of Dell Technologies’ compensation philosophy, its core principles and the compensation in effect during Fiscal 2018 for the executive officers identified in the Fiscal 2018 Summary Compensation Table under “Compensation of Executive Officers.” We refer to those executive officers as the named executive officers.

Named Executive Officers

The named executive officers are as follows:
Name
  
Title
Michael S. Dell
  
Chairman and Chief Executive Officer
Thomas W. Sweet
  
Chief Financial Officer
Jeffrey W. Clarke
  
Vice Chairman, Products and Operations
David I. Goulden*
  
Former President, Infrastructure Solutions Group
Rory P. Read
 
Chief Operating Executive and Chief Integration Officer, Dell
_____________
*
Mr. Goulden terminated employment with the Company effective February 2, 2018.

On September 7, 2016, Dell Technologies completed its acquisition by merger of EMC Corporation, which we refer to as the EMC merger. In connection with the acquisition of EMC Corporation, or EMC, and the resulting consolidation of the two companies’ management teams, Mr. Goulden became an executive officer of Dell Technologies in Fiscal 2017.

Executive Compensation Philosophy and Core Objectives

The Executive Committee of the Board of Directors acts as the compensation committee of the Board and is composed of Mr. Dell, as Chair of the Committee, and Mr. Durban. In that capacity, the Executive Committee is responsible for reviewing, approving and administering compensation programs for executive officers that ensure a suitable link between pay and performance, while appropriately balancing risk. It seeks to increase stockholder value by rewarding performance and ensuring that Dell Technologies can attract and retain the best executive talent through adherence to the following core compensation objectives:
 
aligning the interests of executive officers with those of Dell Technologies’ stockholders by emphasizing long-term, performance-dependent compensation;

providing appropriate cash incentives for achieving Dell Technologies’ financial goals and strategic objectives;

creating a culture of meritocracy by linking pay to individual and Company performance; and

providing compensation opportunities that are competitive with companies with which Dell Technologies competes for executive talent.

Executive Compensation

Elements of Total Compensation Package - The primary components of Dell Technologies’ compensation program for executive officers consist of base salary, annual incentive bonuses, long-term equity and cash incentives, benefits and limited perquisites. Dell Technologies does not target a fixed mix of pay for executive officers, but instead evaluates each executive officer individually, and may consider such factors, among others, as individual level of responsibility, market practices and internal equity considerations.
 

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Because executive officers are in a position to directly influence Dell Technologies’ performance, a significant portion of their compensation is delivered in the form of short-term and long-term incentives for which payment or vesting are tied to individual or corporate performance to assist in motivating executives in regard to the achievement of Dell Technologies’ strategic and financial objectives. In addition, the value ultimately realized from equity awards is a function of the value of our common stock.

Compensation Consultants - The Executive Committee did not engage any compensation consultant to advise on executive officer compensation matters for Fiscal 2018.

Process for Evaluating and Determining Executive Officer Compensation - Dell Technologies conducts a subjective evaluation of the performance of each executive officer annually and then makes a recommendation to the Executive Committee regarding such officer’s compensation for the current year. The Executive Committee, after input from management and the human resources department, determines the individual compensation elements and associated amounts for each executive officer other than Mr. Dell. When making individual compensation decisions for executive officer, the Executive Committee may take a variety of factors into account, including:
 
the performance of Dell Technologies and the executive officer’s business unit, if applicable;

the executive officer’s performance, experience and ability to contribute to Dell Technologies’ long-term strategic goals;

the executive officer’s historical compensation;

internal pay equity; and

retention considerations.

As a controlled company, Dell Technologies is not subject to requirements under NYSE rules that executive compensation decisions be made by a committee of the Board of Directors consisting solely of independent directors. However, directors nominated by Dell Technologies’ major stockholders - the MD stockholders and the SLP stockholders - currently serve on the Executive Committee to help ensure that compensation decisions are aligned with stockholder interests.

Matters regarding Mr. Dell’s compensation are subject to review and approval by the Board of Directors rather than the Executive Committee.

Compensation Risk Oversight - Dell Technologies’ management has undertaken a review of the Company’s material compensation processes, policies and programs for all employees and has determined that those processes, policies and programs are not reasonably likely to have a material adverse effect on the Company.

Consideration of Say-On-Pay Results - At our annual meeting of stockholders in 2017, we received approximately 99% support for our “say-on-pay” vote. No significant changes have been made to the structure of our executive compensation programs in light of our 2017 “say-on-pay” results.

Individual Compensation Components

Base Salary

We use base salary to attract and retain talented executive officers needed to manage the business. Salaries for each named executive officer (other than Mr. Dell) are determined annually by the Executive Committee. The base salaries determined by the Executive Committee vary based on each executive officer’s level of responsibility, performance, experience, retention concerns, historical compensation and internal equity considerations.


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For Fiscal 2018, Mr. Dell received a base salary at an annual rate of $950,000 in accordance with his employment agreement. Under the employment agreement, Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase, but not decrease. For additional information concerning Mr. Dell’s employment agreement, see “– Other Compensation Matters – Employment Agreements; Severance and Change-in-Control Arrangements – Employment Agreement with Michael S. Dell.”

The table below summarizes the base salary of each of the named executive officers for Fiscal 2018. As a result of payroll processes, the actual base salaries paid for the fiscal year may vary from those shown below.
 
Name
  
Fiscal 2018 Salary
($)
Michael S. Dell
  
950,000
Thomas W. Sweet
  
725,000
Jeffrey W. Clarke
  
851,160
David I. Goulden
  
850,000
Rory P. Read
 
600,000

Cash Bonus Plans

In Fiscal 2018, all of Dell Technologies’ executive officers participated in the Dell Inc. Incentive Bonus Plan, or IBP, a program that forms a part of the Dell Inc. Annual Bonus Plan.

Dell Technologies Incentive Bonus Plan

The IBP is designed to align executive officer pay with Dell Technologies’ short-term financial and strategic results, while also serving to attract, retain and motivate executive officers. For each element described below, determinations are made by the Executive Committee for the named executive officers other than Mr. Dell. The Executive Committee establishes a target incentive opportunity annually for each executive officer expressed as a percentage of eligible earnings for that fiscal year. Under his employment agreement, Mr. Dell is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. For Fiscal 2018, target annual incentives for our named executive officers were as follows:
 
Name
  
Target Annual Incentive Opportunity
as % of Eligible Earnings
Michael S. Dell
  
200%
Thomas W. Sweet
  
100%
Jeffrey W. Clarke
 
100%
David I. Goulden
 
100%
Rory P. Read
 
100%

IBP Formula

To arrive at a Fiscal 2018 IBP payout amount for the executive officers, the target annual incentive opportunity for each executive officer was multiplied by a formula based on corporate performance and individual performance. In determining the amount of the actual bonus payout, the Executive Committee may consider the potential payout produced by the formula and any other factors it deems appropriate.

IBP Corporate Performance Modifier

The Executive Committee selects corporate performance measures and target goals annually. For Fiscal 2018, the selected corporate performance measures and target goals were designed to drive profitable growth and achieve strategic objectives. The targets for the IBP were intended to be “stretch” goals that could not be easily achieved.

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The Executive Committee retains subjective discretion to adjust IBP measures as it determines appropriate. For the Fiscal 2018 IBP, the corporate performance goals, as adjusted to account for certain business transformation and macroeconomic factors, were as follows:
 
 
 
Threshold
 
Plan
(Target)
 
200%
Modifier (1)
 
Actual
Non-GAAP revenue (millions) (2)
 
$
52,553

 
$
65,692

 
$
91,969

 
$
69,649

Non-GAAP operating income (millions) (3)
 
$
4,023

 
$
5,028

 
$
7,040

 
$
4,512

IBP modifier
 
50%
 
100%
 
200%
 
94%
________
(1)
For Fiscal 2018, there was no cap on the IBP modifier. The modifier would increase on a linear basis for performance above target.
(2)
For purposes of the IBP, non-GAAP revenue is generally calculated by adjusting Dell Technologies’ net revenue as computed in accordance with accounting principles generally accepted in the United States, or GAAP, to exclude the impact of purchase accounting.
(3)
For purposes of the IBP, non-GAAP operating income is generally calculated by adjusting Dell Technologies’ operating income as computed on a GAAP basis to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses and other corporate expenses.

For Fiscal 2018, Dell Technologies exceeded the target corporate non-GAAP revenue goal but underperformed relative to the non-GAAP operating income goal, resulting in a final corporate bonus modifier of 94% of target.

IBP Individual Performance Modifier

In view of the executive officers’ potential to influence corporate performance, the Executive Committee (or, in regard to Mr. Dell, the Board of Directors) may take into account personal performance in determining executive officers’ bonus amounts, assigning each executive officer an individual modifier from zero to 150% generally following the end of each fiscal year. In determining individual bonus modifiers, the Committee may consider such factors as achieving financial targets for the business, cost management, strategic and transformational objectives relating to the executive officer’s business unit or function, and ethics and compliance. The Committee does not place specific weightings on any such objective, but assigns each individual executive officer a subjective individual performance modifier based on a holistic and subjective assessment of the officer’s performance. Following the end of Fiscal 2018, the Board of Directors approved Mr. Dell’s bonus amount and the Executive Committee approved the bonus amounts of the other named executive officers. The individual modifiers are shown below along with the corresponding bonus payment amounts:
 
Name
  
Individual Modifier
(%)
  
Corporate Modifier
(%)
  
Bonus Payment
($)
Michael S. Dell
  
100
 
94
 
1,786,000
Thomas W. Sweet
  
115
 
94
 
783,725
Jeffrey W. Clarke
 
125
 
94
 
995,029
David I. Goulden (1)
 
 
 
425,000
Rory P. Read
 
100
 
94
 
564,000
________
(1)
Mr. Goulden received the first installment of his Fiscal 2018 bonus payment in September 2017.

Special Incentive Bonus Plan

The Dell Inc. Special Incentive Bonus Plan, or SIB, is an annual discretionary bonus plan designed to reward and motivate executives who, for the fiscal year, are the most critical to driving Dell Technologies’ business unit goals and delivering key, business-critical objectives. The Executive Committee determines the maximum SIB opportunity amount for each executive officer selected to participate. For Fiscal 2018, each named executive officer other than Mr. Dell was eligible to participate in the SIB program.


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Each named executive officer’s discretionary SIB payment for Fiscal 2018 was determined by the Executive Committee based on a holistic and subjective assessment of the named executive officer’s contributions to Dell Technologies’ performance, as well as contributions during Fiscal 2018 to achievement of major strategic initiatives. The target amount and payment for Fiscal 2018 under the SIB for each participating named executive officer are shown below:
Name
  
Special Incentive Bonus Target
($)
  
Special Incentive Bonus Payment
($)
Thomas W. Sweet
  
2,000,000
 
2,000,000

Jeffrey W. Clarke
 
3,000,000
 
3,000,000

David I. Goulden
 
3,000,000
 

Rory P. Read
 
2,000,000
 
2,000,000


Equity Incentives

We believe that equity incentive opportunities are the most significant individual component of total target executive officer compensation. The equity incentive program in which our executive officers other than Mr. Dell participate is referred to as the Management Equity Program, or MEP. MEP awards motivate executive officers to make decisions in support of long-term corporate financial interests and aligns the interests of the executive officers with the interests of Dell Technologies’ stockholders by providing a return if Dell Technologies’ stock price appreciates. MEP awards also serve to attract and retain qualified employees.

Awards pursuant to the MEP under the Dell Technologies Inc. 2013 Stock Incentive Plan are made in the form of either stock option awards or full-value (restricted stock or restricted stock unit) awards, and typically consist of a combination of time-based vesting awards and performance-based vesting awards. The Executive Committee’s allocation of MEP awards between time-based and performance-based awards for each executive officer may vary, but generally at least half of an executive officer’s MEP award each year is in the form of a performance-based award.

Stock Options

MEP stock option awards consist of two types of award. The first type of award is a time-based stock option to purchase shares of our Class C common stock. Our time-based option awards generally vest ratably over five years. Certain time-based options under the MEP granted to Mr. Goulden, who was an executive officer of EMC before the EMC merger, vested based on a schedule corresponding to that of certain EMC equity awards that were converted to cash awards in connection with the EMC merger.
 
The second type of award, which we refer to as a performance-based award, is a stock option to purchase Class C common stock that becomes exercisable only if a prescribed level of return is achieved on the initial Dell Technologies equity investment of Mr. Dell and the SLP stockholders in connection with the 2013 going-private transaction in which Dell Technologies acquired Dell Inc., or the going-private transaction. We refer to this return as return on equity.

Return on equity for performance-based MEP option awards is measured on specified measurement dates or upon the occurrence of specified events related to Dell Technologies, and the number of performance-based MEP option shares eligible to test for vesting varies depending upon the measurement date or event. The Executive Committee believes the vesting design of performance-based MEP awards further aligns the interests of executive officers with the interests of Dell Technologies’ stockholders by compensating executive officers only if a minimum level of return on equity is achieved. Stock option awards are granted with an exercise price based on the fair market value of Dell Technologies’ common stock on the date of grant as determined by the Board of Directors.



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The relationship between return on equity and the percentage of eligible performance-based MEP option awards which generally may vest based on such return is set forth on the following table:

MEP PERFORMANCE OPTIONS

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__________
(1)
Return on equity for performance-based MEP option awards granted following the going-private transaction are based on an initial value of $13.75 per share.

MEP stock options awards were first granted in fiscal year 2014 following the closing of the going-private transaction. MEP option award sizes were intended to be sufficient to address long-term incentive compensation for an executive officer for a period of approximately five years from the grant date. No MEP stock option awards were granted to our named executive officers for Fiscal 2018.

After the going-private transaction, Mr. Dell was granted an option award to purchase shares of our Series A common stock, which were converted on a one-for-one basis into shares of our Class A common stock in connection with the EMC merger. This award vests ratably over five years from the grant date. Mr. Dell does not currently participate in any other long-term incentive compensation programs.

For more information about outstanding option awards, see “Compensation of Executive Officers – Outstanding Equity Awards at End of Fiscal 2018” and “– Stock Incentive Plan.”

Full-Value Stock Awards

In connection with the EMC merger and in order to retain EMC executive talent, Dell Technologies granted equity incentive awards in the form of full-value awards consisting of restricted stock or restricted stock units during Fiscal 2017. As with our stock option awards, these full-value MEP awards consist of two types of award. The first is a time-based award to purchase shares of our Class C common stock, which vests ratably over three years. The second is a performance-based award that vests only if a prescribed level of return is achieved on the Dell Technologies equity investment of Mr. Dell and the SLP stockholders in connection with the EMC merger, which we also refer to as return on equity.

Return on equity for performance-based MEP full-value awards is measured on specified measurement dates or upon the occurrence of specified events related to Dell Technologies, and the number of performance-based MEP full-value shares eligible to test for vesting varies depending upon the measurement date or event. As with our performance-based MEP stock options, the Executive Committee believes the vesting design of these awards aligns the interests of executive officers with the interests of Dell Technologies’ stockholders by compensating executive officers only if a minimum level of return on equity is achieved.



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The relationship between return on equity and the percentage of eligible performance-based MEP full-value awards which generally may vest based on such return is set forth on the following table:

MEP PERFORMANCE SHARES

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__________
(1)
Return on equity for full-value awards granted in connection with the EMC merger is determined based on an initial value of $27.50 per share.

For more information about our outstanding full-value awards, see “Compensation of Executive Officers – Outstanding Equity Awards at End of Fiscal 2018” and “– Stock Incentive Plan.”

Long-Term Cash Incentives

To attract or retain executive officers, Dell Technologies may use long-term incentive cash awards in addition to equity-based incentives.

Other Compensation Components
 
Benefits and Perquisites

Dell Technologies provides executive officers limited benefits and perquisites. While the limited benefits and perquisites are not a significant part of Dell Technologies’ executive officer compensation on a quantitative basis, the Executive Committee (or, with respect to Mr. Dell, the Board of Directors) believes that these elements of compensation are important to delivering a competitive package to attract and retain qualified executive officers. Benefits and perquisites include those described below.
 
Annual Physical - Dell Technologies pays for a comprehensive annual physical for each executive officer and the executive officer’s spouse or domestic partner and reimburses the executive officer’s related travel and lodging costs, each subject to an annual maximum payment of $5,000 per person.

Technical Support - Dell Technologies provides executive officers with computer technical support and, in some cases, certain home network equipment. The incremental cost to Dell Technologies of providing these services is limited to the cost of hardware provided and is not material.

Security - Dell Technologies provides executive officers with security services, including alarm installation and monitoring and, in some cases, certain home security upgrades in accordance with the recommendations of an independent security study. Mr. Dell reimburses the Company for costs related to his family’s personal security protection.


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Financial Counseling and Tax Preparation Services - Under the terms of his employment agreement, Mr. Dell is entitled to reimbursement for financial counseling services (including tax preparation) up to $12,500 annually. Other executive officers are eligible for reimbursement of up to $10,000 annually for financial counseling services (including tax preparation) beginning January 1, 2018.

Travel Expenses - Dell Technologies pays for reasonable travel expenses for the executive officer’s spouse or domestic partner to attend Dell Technologies-sponsored events, if the travel is at the request of Dell Technologies.

Other - The executive officers participate in Dell Technologies’ other benefit plans on the same terms as other employees. These plans include medical, dental and life insurance benefits, and the Dell Inc. 401(k) retirement savings plan. For additional information, see “Compensation of Executive Officers – Other Benefit Plans.”

Mr. Goulden continued to be eligible during Fiscal 2018 for certain perquisites offered by EMC to its executive officers before EMC’s acquisition by Dell Technologies. These perquisites included limited tax and financial planning services, executive physicals, temporary housing allowances and limited personal use of company-owned aircraft. Additional information regarding these perquisites is included in the Fiscal 2018 Summary Compensation Table.

For more information on Dell Technologies’ arrangements with Mr. Dell with respect to security, travel and certain other benefits, see “Additional Information – Certain Relationships and Related Transactions – Transactions with Michael S. Dell and Other Related Persons.”

Other Compensation Matters

Stock Ownership Guidelines; Prohibited Transactions

The Board of Directors does not currently apply stock ownership guidelines for directors or executive officers of Dell Technologies. The Board of Directors and the Executive Committee believe that at this time the design of Dell Technologies’ equity compensation strategy for executive officers links the interests of executive officers closely with those of other Dell Technologies stockholders.

Dell Technologies maintains a securities trading policy that applies to our directors and executive officers and prohibits certain activities relating to Company stock, including hedging transactions, transactions in put options, call options or other derivative securities on an exchange or in any other organized market, and the holding of Company stock in a margin account or other pledging of Company stock as collateral for a loan.
 
Employment Agreements; Severance and Change-in-Control Arrangements

Employment Agreement with Michael S. Dell

On October 29, 2013, Dell Technologies and Dell Inc. entered into an employment agreement with Mr. Dell, pursuant to which Mr. Dell serves as Chief Executive Officer and Chairman of the Board of Directors of Dell Technologies. Mr. Dell may resign for any or no reason or the Board of Directors may terminate him for “cause” (as defined below) at any time. In addition, following a change in control of Dell Technologies (as defined below) or a qualified initial public offering (as defined in the agreement), the Board of Directors may terminate Mr. Dell for any or no reason.

Under the employment agreement, Mr. Dell receives an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase, but not decrease. Dell Technologies reimburses Mr. Dell for financial counseling and tax preparation up to $12,500 per year, an annual physical (for himself and his spouse)

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up to $5,000 per person and all travel and business expenses reasonably incurred by Mr. Dell. Dell Technologies also provides Mr. Dell with business-related security protection.

Pursuant to the agreement, Mr. Dell received a stock option to purchase 10,909,091 shares of the Class A common stock of Dell Technologies (formerly Series A common stock) with a per share exercise price equal to $13.75. Subject to Mr. Dell’s continued employment, the option vests ratably over a five-year period, with accelerated vesting upon a change in control. Dell Technologies believes that providing for “single trigger” acceleration of vesting of Mr. Dell’s option award was appropriate because a change in control of Dell Technologies would be likely to materially alter his role with the Company. Mr. Dell’s employment agreement does not provide for other severance benefits. The unvested portion of the foregoing option will be forfeited upon the latest to occur of (1) a resignation of employment by Mr. Dell, (2) a termination of his employment by Dell Technologies for cause and (3) Mr. Dell ceasing to serve as a member of the board of directors of Dell Technologies or Dell Inc.
Mr. Dell is subject to a covenant of indefinite duration not to disclose confidential information and an obligation to assign to Dell Technologies and Dell Inc. any intellectual property created by Mr. Dell during his employment.

Under the employment agreement, “cause” is generally defined as any of the following events:
 
the conviction of Mr. Dell for a felony resulting in his incarceration; or

the legal incapacity of Mr. Dell to serve as (1) a director of Dell Technologies or certain subsidiaries of Dell Technologies or (2) the chief executive officer of Dell Technologies or certain subsidiaries of Dell Technologies.

Under the employment agreement, a “change in control” is generally defined as any of the following events:
 
a sale or disposition of all or substantially all of the assets of Dell Technologies and its subsidiaries, taken as a whole, to any person, entity or group;

any person, entity or group (other than Mr. Dell, the SLP stockholders or certain related parties) becomes the beneficial owner of capital stock representing more than 50% of the total voting power of Dell Technologies’ outstanding capital stock, other than pursuant to a merger or consolidation of Dell Technologies with or into any other entity that does not constitute a “change in control” under the following change-in-control event; or

any merger or consolidation of Dell Technologies with or into any other entity unless the holders of Dell Technologies’ outstanding voting securities immediately before the closing directly or indirectly beneficially own capital stock representing a majority of the total voting power of the resulting entity in substantially the same proportions as their ownership in Dell Technologies immediately before such transaction.
 
Severance and Change-in-Control Arrangements with Other Named Executive Officers

Mr. Clarke and Mr. Sweet each have entered into a severance agreement with Dell Technologies, pursuant to which, if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined below), the executive will receive a severance payment in effect in the year of termination. The severance payment for Mr. Clarke and Mr. Sweet will be equal to 300% of the executive’s then-current annual base salary. Two-thirds of this severance amount will be payable following termination of employment and the remainder will be payable on the one-year anniversary of such termination. Mr. Read has entered into a severance agreement with Dell Technologies which provides that if his employment is terminated without “cause” within 36 months of his start of employment, he will be eligible to receive severance payments equal to $5,000,000, plus 100% of his then-current annual base salary. Each of these severance agreements obligates the executive to comply with certain non-competition and non-solicitation obligations for a period of 12 months following termination of

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employment and also provides that each executive will not use or disclose certain confidential information of Dell Technologies as set forth in the agreement at any time during or after the executive’s employment.

Except as indicated below, if Mr. Clarke or Mr. Sweet is terminated without cause, or resigns for good reason, during the period beginning three months before and ending 18 months after a change in control of Dell Technologies (as defined below), which we refer to as the “change-in-control period,” the outstanding, unvested portion of such named executive officer’s time-based vesting MEP awards will vest upon his termination of employment or, if later, upon the occurrence of the change in control. If Mr. Clarke or Mr. Sweet is terminated without cause or resigns for good reason during the change-in-control period or such named executive officer dies or becomes disabled at any time, the outstanding, unvested portion of his performance-based vesting MEP award will not be forfeited, but will remain outstanding (subject to expiration in accordance with its terms) and eligible to vest based on Dell Technologies’ achievement of return on equity, as described above. If a termination without cause or a resignation for good reason occurs during the three-month period before a change in control, such performance-based vesting MEP award will remain outstanding for the three-month period to determine whether the change in control occurs. If no change in control occurs on or before the expiration of that period, the performance-based vesting MEP award will be forfeited. Dell Technologies believes that providing for “double trigger” acceleration will help to prevent the loss of key personnel in the event of a change in control and is consistent with the practices of many companies with which it competes for executive talent. The foregoing “double trigger” protections do not apply with respect to Mr. Dell’s stock option granted pursuant to his employment agreement described above. These protections also do not apply with respect to certain outstanding MEP stock options granted to Mr. Sweet before he became an executive officer.

Dell Technologies believes that the severance benefits it provides to the foregoing named executive officers are appropriate in light of the severance protections available to similarly-situated executive officers at companies that compete with Dell Technologies for executive talent. Dell Technologies believes the severance benefits help to attract and retain key executives who may be presented with alternative employment opportunities that might appear to be more attractive absent these protections.

Under the severance agreements, “cause” is generally defined as any of the following events:
 
a violation of confidentiality obligations;

acts resulting in being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty;

conduct that constitutes gross neglect, insubordination, willful misconduct or breach of Dell Technologies’ code of conduct or the executive’s fiduciary duty; or

a determination that the executive violated laws relating to the workplace environment.

Under the severance agreements for Mr. Clarke and Mr. Sweet, “good reason” is generally defined as any of the following events, if in each case not timely cured:
 
a material reduction in base salary;

a material adverse change in title or reduction in authority, duties or responsibilities; or

a change in the executive’s principal place of work of more than 25 miles.


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Under the severance agreements, “change in control” has the meaning set forth in the Dell Technologies Inc. 2013 Stock Incentive Plan, which generally defines the term to include any of the following events:
 
a sale or disposition of all or substantially all of the assets of the DHI Group (as defined in the Dell Technologies certificate of incorporation) to any person other than to Mr. Dell, Silver Lake Partners or certain related parties;

any person or group (other than Mr. Dell, Silver Lake Partners or certain related parties) becomes the beneficial owner of voting stock representing more than 50% of the total voting power of Dell Technologies’ outstanding voting stock, other than pursuant to a merger or consolidation of Dell Technologies with or into any other entity that does not constitute a “change in control” under the immediately following change-in-control event;

any merger or consolidation of Dell Technologies with or into any other entity unless the holders of Dell Technologies’ outstanding voting securities immediately before the closing directly or indirectly beneficially own voting stock representing a majority of the total voting power of the resulting entity; or

before an initial public offering of Dell Technologies’ common stock, Mr. Dell, Silver Lake Partners or certain related parties do not have the ability to cause the election of a majority of the members of the Board of Directors and any person or group (other than Mr. Dell, Silver Lake Partners or certain related parties) beneficially owns outstanding voting stock representing a greater percentage of voting power with respect to the general election of members of the Board of Directors than the shares of outstanding voting stock beneficially owned by Mr. Dell, Silver Lake Partners and certain related parties.

For more information about potential payments to Mr. Dell under his employment agreement and to our other named executive officers under their severance agreements, see Compensation of Executive Officers – Potential Payments Upon Termination of Employment or Change in Control.”

Recoupment Policy for Performance-Based Compensation

If Dell Technologies restates its reported financial results, the Board of Directors will review the bonus and other cash or equity awards made to the executive officers, including the named executive officers, based on financial results during the period subject to the restatement, and, to the extent practicable under applicable law, Dell Technologies will seek to recover or cancel any of these awards that were awarded as a result of achieving performance targets that would not have been met under the restated financial results.

Other Factors Affecting Compensation

Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017, or Tax Reform, was signed into law, Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. Dell Technologies was not subject to Section 162(m) during Fiscal 2018 and accordingly Dell Technologies’ compensation programs for executive officers were not designed with the goal of qualifying as “performance-based” compensation under Section 162(m). Under the Tax Reform, the tax deduction disallowance rules under Section 162(m) change beginning in calendar year 2018, and are likely to result in larger deduction disallowances.




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COMPENSATION OF EXECUTIVE OFFICERS

Fiscal 2018 Summary Compensation Table

The following table summarizes the total compensation paid for the fiscal years indicated by Dell Technologies to the following persons, each of whom was serving as an executive officer of Dell Technologies as of February 2, 2018, which was the last day of Fiscal 2018:
 
Michael S. Dell, who served as our principal executive officer

Thomas W. Sweet, who served as our principal financial officer

Jeffrey W. Clarke, David I. Goulden (who terminated his employment with the Company effective February 2, 2018) and Rory P. Read, our three other most highly compensated employees

We refer to these executive officers as our named executive officers.
Name and
principal position
 
Fiscal Year
 
Salary
($)
 
Bonus
($)
 
Stock
awards
($)(1)
 
Option
awards
($)(1)
 
Non-equity
incentive
plan
compensation
(2)
($)
 
All other
compensation
($)
 
Total
($)
Michael S. Dell
Chairman and Chief Executive Officer
 
2018
 
950,000
 

 

 

 
1,786,000

 
19,901

 
2,755,901

 
2017
 
950,000
 

 

 

 
2,375,000

 
22,276

 
3,347,276

 
2016
 
950,000
 
1,425,000

 

 

 

 
17,918

 
2,392,918

Thomas W. Sweet
Chief Financial Officer
 
2018
 
725,000
 
2,000,000(3)

 

 

 
783,725

 
61,034

 
3,569,759

 
2017
 
686,539
 
2,170,832

 

 

 
1,029,808

 
42,892

 
3,930,071

 
2016
 
650,000
 
2,707,082

 

 

 

 
35,053

 
3,392,135

Jeffrey W. Clarke
Vice Chairman, Products and Operations
 
2018
 
846,833
 
3,000,000(3)

 

 

 
995,029

 
35,007

 
4,876,869

 
2017
 
826,160
 
3,000,000

 

 

 
1,239,240

 
36,402

 
5,101,802

 
2016
 
826,160
 
2,957,658

 

 

 

 
25,146

 
3,808,964

David I. Goulden
Former President, Infrastructure Solutions Group
 
2018
 
850,000
 
2,666,667(4)

 

 

 
425,000

 
4,487,152

 
8,428,819

 
2017
 
359,615
 
545,052

 
21,412,367(5)

 
2,490,348

 

 
58,466

 
24,865,848

Rory P. Read
Chief Operating Executive and Chief Integration Officer, Dell
 
2018
 
600,000
 
5,000,000(6)

 

 

 
564,000

 
24,076

 
6,188,076

 
2017
 
600,000
 
5,000,000

 

 

 
837,692

 
28,802

 
6,466,494

 
2016
 
496,154
 
2,954,633

 

 
7,077,937

 

 
15,770

 
10,544,494

__________
(1)
The assumptions used by us to calculate these amounts are incorporated herein by reference to Note 19 to our consolidated financial statements in our 2018 Form 10-K.
(2)
Amounts represent payments under the IBP.
(3)
Amount represents award under the SIB for Fiscal 2018.
(4)
Amount represents vesting of award under the long-term cash incentive award granted to Mr. Goulden on September 14, 2016.
(5)
Includes both time-based and performance-based awards of shares under the MEP.
(6)
Amount represents award of $2,000,000 under the SIB for Fiscal 2018 and award of $3,000,000 under the long-term cash incentive award granted to Mr. Read on May 15, 2015.



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All Other Compensation Table

The following table summarizes the information included in the All Other Compensation column for Fiscal 2018 in the Fiscal 2018 Summary Compensation Table.
Name
  
Retirement
plans
matching
contribution(1)
($)
 
Benefit
plans
($)
 
Annual
physical
($)
 
Security
($)
 
Imputed
income(2)
($)
 
Other
($)
 
Severance
pay
($)
 
Total
($)
Michael S. Dell
  
14,231
 
2,603
 
3,067

 

 

 

 

 
19,901

Thomas W. Sweet
  
14,058
 
3,771
 
3,005

 
1,347

 
33,153(2)

 
5,700(3)

 

 
61,034

Jeffrey W. Clarke
  
13,596
 
2,606
 
6,662

 
2,623

 

 
9,520(3)

 

 
35,007

David I. Goulden
  
9,173
 
6,988
 
4,512

 

 
46,664(2)

 
33,093(4)

 
4,386,721(5)

 
4,487,152

Rory P. Read
 
13,500
 
3,076
 

 

 

 
7,500(3)

 

 
24,076

__________
(1)
Messrs. Dell, Sweet, Clarke and Read participate in the Dell Inc. 401(k) plan. Mr. Goulden participated in the 401(k) plan sponsored by EMC through December 31, 2017, at which time he commenced participation in the Dell Inc. 401(k) plan. Mr. Goulden’s matching contribution included a supplemental matching contribution of $3,000 for Fiscal 2017. For more information about these retirement plans and Dell Technologies’ matching contributions, see “– Other Benefit Plans – 401(k) Retirement Plans.”
(2)
Represents the incremental cost of spousal travel and executive and spousal attendance at various Dell Technologies-sponsored events. For additional information, see “Compensation Discussion and Analysis – Individual Compensation Components – Other Compensation Components – Benefits and Perquisites.”
(3)
Represents contribution by Dell Technologies to match the executive officer’s charitable contribution.
(4)
Represents personal air travel costs of $19,843, tax and financial planning expenses of $12,000 and contribution by Dell Technologies to match the executive officer’s charitable contribution of $1,250.
(5)
Represents a lump sum severance payment of $1,700,000, the acceleration of vesting of long-term incentive cash award of $2,666,667, and continuation of benefits coverage valued at $20,054 in connection with his termination of employment with the Company effective February 2, 2018.

Grants of Plan-Based Awards in Fiscal 2018

The following table sets forth certain information about grants of plan-based awards that Dell Technologies made to the named executive officers during Fiscal 2018. For more information about the plans under which these awards were granted, see “Compensation Discussion and Analysis – Individual Compensation Components – Cash Bonus Plans,” “– Special Incentive Bonus Plan” and “– Equity Incentives.”
Name
 
 
Estimated future payouts under non-equity incentive plan awards (1)
Threshold
($)
 
Target
($)
 
Maximum
($)
Michael S. Dell
 

 
1,900,000
 

Thomas W. Sweet
 

 
725,000
 

Jeffrey W. Clarke
 

 
846,833
 

David I. Goulden
 

 
850,000
 

Rory P. Read
 

 
600,000
 

________
(1)
Each named executive officer participated in the IBP. Awards under this plan were funded at 94% based on the corporate modifier. An individual modifier was applied for Messrs. Sweet, Clarke and Read. Mr. Goulden received a payment equal to 50% of his target in September 2017 and did not receive any other payments under the plan for the fiscal year.


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Outstanding Equity Awards at End of Fiscal 2018

The following table sets forth certain information about outstanding option and stock awards held as of the end of Fiscal 2018 by the named executive officers.
 
 
Option Awards
 
Stock Awards
Name
 
Number of
securities
underlying
unexercised
options
(#)
exercisable
 
Number of
securities
underlying
unexercised
options
(#)
unexercisable
 
Equity
incentive
plan awards:
Number of
securities
underlying
unexercised unearned
options
(#)
 
Option
exercise
price
($)
 
Option
expiration
date
 
Number of
shares or
units of stock that
have
not vested
(#)
 
Market
value of
shares or
units of
stock held that have
not vested
($)
 
Equity
incentive
plan awards: 
number
of unearned
shares,
units or
other rights
that have
not vested
(#)
 
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares,
units or
other
rights that
have not
vested
($)
Michael S. Dell
 
8,727,272(1)
 
 
2,181,819(1)

 

 
13.75(2)
 
11/25/2023
 

 

 

 

Thomas W. Sweet
 
 
 
 
104,000(3)
 
 
48,000(3)

 

 
13.75(2)
 
11/25/2023
 

 

 

 

 
498,543(4)
 
 
340,366(4)

 

 
13.75(2)
 
2/6/2024
 

 

 

 

 
 
 

 
290,909(5)

 
13.75(2)
 
11/25/2023
 

 

 

 

 
 
 

 
800,000(5)

 
13.75(2)
 
2/6/2024
 

 

 

 

Jeffrey W. Clarke
  
 
1,371,108(6)
 
 
342,778(6)

 

 
13.75(2)
 
11/25/2023
 

 

 

 

 
 
 

 
2,467,996(5)

 
13.75(2)
 
11/25/2023
 

 

 

 

David I. Goulden
 
 
 
44,668(7)
 
 

 

 
27.50(8)
 
9/14/2019(9)
 
290,909(10)

 
9,649,452

 
654,545(11)

 
21,711,258

 
150,755(7)
 
 

 

 
27.50(8)
 
9/14/2019(9)
 

 

 

 

 
50,251(7)
 
 

 

 
27.50(8)
 
9/14/2019(9)
 

 

 

 

Rory P. Read
 
93,040(12)
 
 
139,560(12)

 

 
26.67(13)
 
5/29/2025
 

 

 

 

 
 
 

 
348,900(5)

 
26.67(13)
 
5/29/2025
 

 

 

 

___________
(1)
Represents option award exercisable for Class A common stock that vests and becomes exercisable with respect to 20% of the shares subject to the option on each of the first, second, third, fourth and fifth anniversaries of the vesting commencement date of October 29, 2013.
(2)
In approving this option award, the Board of Directors determined that the fair market value as of the grant date of each share of Class C common stock or (for Mr. Dell) Class A common stock underlying the option award was equal to the merger consideration of $13.75 per share of Dell Inc. common stock paid to Dell Inc. public stockholders in the going-private transaction.
(3)
Represents option award exercisable for Class C common stock that vests and becomes exercisable with respect to 20% of the shares subject to the option on each of the first, second, third, fourth and fifth anniversaries of the grant date of November 25, 2013.
(4)
Represents option award exercisable for Class C common stock that vests and becomes exercisable with respect to 20% of the shares subject to the option on each of the first, second, third, fourth and fifth anniversaries of the grant date of February 6, 2014.
(5)
Represents option award exercisable for Class C common stock that vests and becomes exercisable based upon the level of return achieved on the initial equity investment in Dell Technologies measured on specified measurement dates or upon the occurrence of specified events related to Dell Technologies.
(6)
Represents option award exercisable for Class C common stock that vests and becomes exercisable with respect to 20% of the shares subject to the option on each of the first, second, third, fourth and fifth anniversaries of the vesting commencement date of November 25, 2013.
(7)
This option award was a voluntary rollover option award in which Mr. Goulden elected to receive for a specified portion of his EMC restricted stock units, which would have been accelerated in the EMC merger, (a) a fixed cash award and (b) a new grant of unvested options to purchase Class C common stock.
(8)
In approving this option award, the Board of Directors determined that the fair market value as of the grant date of each share of Class C common stock underlying the option award was equal to $27.50 per share following the EMC merger.
(9)
The option expiration date was accelerated to November 2, 2018 due to Mr. Goulden’s termination of employment on February 2, 2018.
(10)
Represents restricted stock award for our Class C common stock that vests in three equal annual installments on the first, second and third anniversaries of the grant date of September 14, 2016. Following the end of Fiscal 2018, pursuant to Mr. Goulden’s termination of employment on February 2, 2018, 72,728 shares under this award vested on February 5, 2018 and the remainder were cancelled.
(11)
Represents restricted stock award for our Class C common stock that vests based upon the level of return achieved on the initial equity investment in Dell Technologies measured on specified measurement dates or upon the occurrence of specified events related to Dell Technologies. One-half of these shares were cancelled pursuant to Mr. Goulden’s termination of employment on February 2, 2018. The remaining 50% are eligible to vest based upon the performance achievement. 
(12)
Represents option award exercisable for Class C common stock that vests and becomes exercisable with respect to 20% of the shares subject to the option on each of the first, second, third, fourth and fifth anniversaries of the vesting commencement date of May 29, 2015.
(13)
Exercise price is fixed based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding the grant date.



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Option Exercises and Stock Vested

The following table sets forth certain information about option exercises and vesting of restricted stock during Fiscal 2018 for each of the named executive officers on an aggregate basis.
 
 
Option Awards
 
Stock Awards
Name
 
Number of shares acquired on exercise
(#)
 
Value realized on
exercise
($)(1)
 
Number of shares acquired on vesting
(#)
 
Value realized on
vesting
($)(1)
Michael S. Dell
 

 

 

 

Thomas W. Sweet
 
40,000

 
673,200

 

 

Jeffrey W. Clarke
 

 

 

 

David I. Goulden
 

 

 
218,183

 
7,168,766

Rory P. Read
 

 

 

 

________
(1)
Calculated based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding such exercise or vesting date.

Stock Incentive Plan

Dell Technologies Inc. 2013 Stock Incentive Plan

The purpose of the Dell Technologies Inc. 2013 Stock Incentive Plan, referred to as the 2013 Plan, is to aid Dell Technologies in recruiting and retaining employees, directors and other service providers of outstanding ability and to motivate these persons to exert their best efforts on behalf of the Company by providing incentives through granting stock-based awards with respect to shares of Class C common stock or Class V common stock, which we refer to as shares. Cash incentive awards also may be granted under the 2013 Plan.

A total of 75,000,000 shares of Class C common stock and a total of 500,000 shares of Class V common stock may be issued under the 2013 Plan, each subject to adjustment based on a change in the Company’s capitalization and other significant corporate events.

Employees, consultants, non-employee directors, and other service providers of the Company and its affiliates approved by the Executive Committee are eligible to receive stock awards under the 2013 Plan, subject to certain limits provided by law with respect to the granting of incentive stock options. The Executive Committee has the full authority to determine who will be granted awards under the 2013 Plan.

The 2013 Plan provides for the grant of any of the following types of stock awards (or any combination thereof): options to purchase shares (incentive or nonqualified); stock appreciation rights to acquire shares; or other stock-based awards providing for the delivery of shares. Other stock-based awards the Company may grant include restricted stock, restricted stock units, deferred stock units and dividend equivalent rights.

Shares of Class C common stock acquired pursuant to awards granted under the 2013 Plan are subject to transfer and repurchase rights set forth in the 2013 Plan, and for the named executive officers and certain other senior members of Dell Technologies, liquidity and put restrictions set forth in a management stockholders agreement with Dell Technologies.

If Dell Technologies undergoes a change in control, as defined in the 2013 Plan, the Executive Committee, at its discretion, may accelerate the vesting or cause any restrictions to lapse with respect to outstanding awards, may cancel such awards for fair value, or may provide for the issuance of substitute awards.

Subject to certain limitations specified in the 2013 Plan, the Board of Directors may amend or terminate the 2013 Plan. Unless earlier terminated, the 2013 Plan will terminate ten years following its effective date, or

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October 29, 2023, but any awards outstanding under the 2013 Plan as of the termination date will remain outstanding in accordance with their terms.

Other Benefit Plans

401(k) Retirement Plans

During Fiscal 2018, our named executive officers participated in two 401(k) retirement savings plans.

Before January 1, 2018, eligible employees of EMC and certain of its subsidiaries, including Mr. Goulden, participated in the 401(k) plan sponsored by EMC. The EMC plan provided for a matching contribution of up to 6% of the participant’s eligible compensation, with a maximum matching contribution of $6,000 per year. The matching contribution vests pro rata over the participant’s first three years of service.

Before January 1, 2018, the named executive officers other than Mr. Goulden were eligible to participate in the Dell Inc. 401(k) plan, which provided for matching contributions of up to 5% of the participant’s eligible compensation, and a participant vested immediately in the matching contributions. Beginning January 1, 2018, all named executive officers were eligible to participate in the Dell Inc. 401(k) plan and receive matching contributions of up to 6% of the participant’s eligible compensation, with a maximum matching contribution of $7,500 per year.
 
Participants in each plan may invest their contributions and the matching contributions in a variety of investment choices.

Deferred Compensation Plans

Dell Technologies maintains nonqualified deferred compensation plans pursuant to which designated managerial or highly compensated employees, including the named executive officers, may elect to defer the receipt of a portion of the base salaries and/or cash bonuses they would otherwise have received when earned.

Before January 1, 2018, Mr. Goulden was eligible to participate in the nonqualified deferred compensation plan maintained by EMC following the closing of the EMC merger. Messrs. Dell, Sweet and Read were eligible to participate in a deferred compensation plan established by Dell Technologies. Neither EMC nor Dell Technologies makes any matching or other contributions under either of the plans. The plans are intended to give participants the ability to defer receipt of certain income to a later date, which may be an attractive tax planning feature and the availability of which assists in the attraction and retention of executive talent. Participants’ account balances reflect gains and losses in the plan’s investment funds.

The following table shows the executive contributions, earnings and account balances in the deferred compensation plans for the named executive officers for Fiscal 2018.

Fiscal 2018 Deferred Compensation Plan Table
Name
  
Executive
contributions
in last FY
($)
  
Registrant
contributions
in last FY
($)
  
Aggregate
earnings
in last FY
($)
  
Aggregate
withdrawals/
distributions
($)
 
Aggregate
balance
at last FYE
($)
Michael S. Dell
  

 

 

 

 

Thomas W. Sweet
  

 

 

 

 

Jeffrey W. Clarke
  

 

 

 

 

David I. Goulden
  
291,016(1)

 

 
417,393

 

 
2,439,955(2)

Rory P. Read
 

 

 

 

 

__________
(1)
$127,500 of this amount is reported in the Fiscal 2018 Summary Compensation Table for Mr. Goulden under the Non-Equity Incentive Plan Compensation column.

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(2)
$163,516 of this amount was previously reported in the Fiscal 2017 Summary Compensation Table of our definitive proxy statement filed with the SEC on May 16, 2017.

Potential Payments Upon Termination of Employment or Change in Control

The following table sets forth the amount of compensation that would become payable to each named executive officer other than Mr. Goulden under existing plans and arrangements if one of the events described in the table had occurred on February 2, 2018, given the named executive officer’s compensation as of such date and, if applicable, based on the amount of outstanding stock-based awards held by the named executive officer as of such date and the fair market value of the Class C common stock or (for Mr. Dell) the Class A common stock, as determined by the Board of Directors on that date. These benefits are in addition to benefits available before the occurrence of any termination of employment or change in control of Dell Technologies, including then-exercisable stock options, and benefits available generally to salaried employees, such as distributions under the 401(k) plans. In addition, in connection with any actual termination of employment or change-in-control transaction, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Board of Directors determines appropriate.

The actual amounts that would be paid upon a named executive officer’s termination of employment or in connection with a change in control can be determined only at the time of any such event. Because of the number of factors that affect the nature and amount of any benefits, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the named executive officer’s current position and salary, the amount of stock-based awards held by the named executive officer and the fair market value of the Class C common stock or (for Mr. Dell) the Class A common stock, as determined by the Board of Directors.

For information about the events that constitute a “change in control” under Mr. Dell’s employment agreement, see “Compensation Discussion and Analysis – Other Compensation Matters – Employment Agreements; Severance and Change-in-Control Arrangements – Employment Agreement with Michael S. Dell.” For information about the events that constitute a “change in control” or a qualifying termination of employment under the severance agreements with the other named executive officers, see “Compensation Discussion and Analysis – Other Compensation Matters – Employment Agreements; Severance and Change-in-Control Arrangements – Severance and Change-in-Control Arrangements with Other Named Executive Officers.”
Name
  
Severance
payment(1)
($)
  
Acceleration
benefit upon
death or
disability(2)
($)
  
Acceleration
upon
change in
control(3)
($)
  
Acceleration
upon change in
control and
qualifying
termination(4)
($)
  
Acceleration
upon
qualifying
termination(5)
($)
Michael S. Dell
  

 

 
42,370,925

 
42,370,925
 

Thomas W. Sweet
  
2,175,000

 
6,609,908

 

 
6,609,908
 
3,304,915

Jeffrey W. Clarke
  
2,553,480

 
6,656,749

 

 
6,656,749
 
3,328,374

Rory P. Read
 
3,200,000

 
9,000,000

 

 
3,000,000
 
3,000,000

______________
(1)
Represents estimated lump sum severance payments payable by Dell Technologies.
(2)
Represents the in-the-money value of unvested stock options to purchase Class C common stock that are subject to vesting acceleration in the event of death or permanent disability, assuming a share value of $33.17, based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding the payment event.
(3)
Represents the in-the-money value of Mr. Dell’s unvested stock option to purchase Class A common stock that is subject to vesting acceleration in the event of a change in control, assuming a share value of $33.17, based upon the good faith determination by the Board of Directors of the fair market value of a share of Class A common stock most immediately preceding the payment event. For more information, see “Compensation Discussion and Analysis – Other Compensation Matters – Employment Agreements; Severance and Change-in-Control Arrangements – Employment Agreement with Michael S. Dell.”

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(4)
Represents the in-the-money value of unvested stock options or the value of restricted shares of Class C common stock held by the named executive officer that are subject to vesting acceleration in the event of a qualifying termination during a change-in-control period, assuming a share value of $33.17, based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding the payment event. For more information, see “Compensation Discussion and Analysis – Other Compensation Matters – Employment Agreements; Severance and Change-in-Control Arrangements – Severance and Change-in-Control Arrangements with Other Named Executive Officers.”
(5)
Represents the in-the-money value of unvested stock options that are subject to vesting acceleration in the event of a qualifying termination outside of a change-in-control period, assuming a share value of $33.17, based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding the payment event. In the event of a qualifying termination outside of a change-in-control period, a portion of the named executive officer’s unvested MEP performance-based awards would remain outstanding and eligible to vest in accordance with their terms.
Mr. Goulden terminated employment with Dell Technologies effective February 2, 2018. As a result of his termination of employment, Mr. Goulden received a lump sum severance payment of $1,700,000, acceleration of vesting of $2,666,667 of the sign-on cash award he received in connection with the commencement of his employment with Dell Technologies, acceleration of vesting of 72,728 restricted stock units for Class C common stock equal to $2,412,388 (assuming a share value of $33.17 based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding the payment event), and $20,054 of continued benefit coverage. Mr. Goulden will receive an additional severance payment of $850,000 on the one-year anniversary of his separation date. Outstanding awards for 327,273 restricted stock units for Class C common stock remain subject to vesting under Mr. Goulden’s MEP performance-based award.

Pay Ratio Disclosure

In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, excluding our CEO. For Fiscal 2018, as determined under Item 402 of the SEC’s Regulation S-K, the annual total compensation for our CEO was $2,755,901, the annual total compensation for our median employee was $83,139, and the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation for fiscal year 2018 was 33 to 1.

We believe the ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In identifying our median employee, we calculated annual total target cash compensation of each employee as of November 14, 2017 for the 12-month period that ended on February 2, 2018. Total target cash compensation for this purpose consisted of base salary and target annual bonus and commission incentive and was calculated using internal human resources records.

Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.




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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information about our equity compensation plans as of the end of Fiscal 2018.
Plan Category
  
 
  
Number of securities to
be issued upon exercise
of outstanding options, warrants and rights (1)
  
Weighted-average exercise price of outstanding options, warrants and rights (2)
  
Number of securities remaining available for future issuance under equity compensation
plans (excluding securities reflected in first column) (3)
Equity compensation plans approved by security holders
  
Class A:
Class C:
Class V:
  
36,833,063
134,695
  
$—
15.16
50.51
  
29,875,492
362,688
 
 
 
 
Equity compensation plans not approved by security holders
  
Class A:
Class C:
  
10,909,091
184,661
  
$13.75
15.75
  
—(4)
—(5)
 
 
 
 
Total:
  
Class A:
Class C:
Class V:
  
10,909,091
37,017,724
134,695
  
$13.75
15.16
50.51
  
29,875,492
362,688
__________
(1)
The number of securities to be issued upon exercise of outstanding options, warrants and rights set forth in this column represents, as of the end of Fiscal 2018, (a) with respect to equity compensation plans approved by security holders, the aggregate number of shares of Class C common stock and Class V common stock, as applicable, that were issuable upon the exercise or settlement of outstanding time-based and performance-based options and time-based and performance-based restricted stock units, or RSUs, granted under the 2013 Plan and (b) with respect to equity compensation plans not approved by security holders, the number of shares of Class A common stock and Class C common stock that were issuable upon the exercise of outstanding time-based options granted under the Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company, and the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan, respectively. The number of securities to be issued under equity compensation plans approved by security holders reported in this column consists of the aggregate number of securities that may be issued in connection with 12,504,641 time-based options to purchase Class C common stock, 18,659,848 performance-based options to purchase Class C common stock, 129,114 time-based options to purchase Class V common stock, 1,888,031 time-based RSUs that may be settled in Class C common stock, 3,780,543 performance-based RSUs that may be settled in Class C common stock and 5,581 time-based RSUs that may be settled in Class V common stock. The number of securities to be issued under equity compensation plans not approved by security holders reported in this column consists of the aggregate number of securities that may be issued in connection with 10,909,091 time-based options to purchase Class A common stock and 184,661 time-based options to purchase Class C common stock.
(2)
Weighted-average exercise prices do not reflect shares issuable in connection with the settlement of RSUs, as RSUs have no exercise price.
(3)
The number of securities remaining available for future issuance reported in this column with respect to equity compensation plans approved by security holders represents the aggregate number of shares of Class C common stock and Class V common stock that were available for issuance in connection with grants of options, time-based and performance-based restricted stock, service-based and performance-based RSUs and deferred stock units under the 2013 Plan. The maximum number of shares of Class C common stock and Class V common stock issuable under the 2013 Plan (subject to adjustment for stock dividends and splits and other specified events) is 75,000,000 and 500,000, respectively, which may be issued in the form of any such award.
(4)
As of the end of Fiscal 2018, no shares remained available for future awards under the Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company.
(5)
As of the end of Fiscal 2018, no shares remained available for future awards under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents as of April 26, 2018, except as otherwise indicated below, certain information based on our records and filings with the SEC regarding the beneficial ownership of our common stock by:
 
each director and director nominee;

each executive officer named in the Fiscal 2018 Summary Compensation Table under “Compensation of Executive Officers”;

all of our directors and executive officers as a group; and

each person known by us to own beneficially more than 5% of the outstanding shares of any class of our common stock.

The Dell Technologies certificate currently authorizes us to issue shares of the following classes of common stock:
 
600,000,000 shares of Class A common stock, of which 409,538,423 shares were issued and outstanding as of April 26, 2018;

200,000,000 shares of Class B common stock, of which 136,986,858 shares were issued and outstanding as of April 26, 2018;

7,900,000,000 shares of Class C common stock, of which 22,103,215 shares were issued and outstanding as of April 26, 2018;

100,000,000 shares of Class D common stock, of which no shares were issued and outstanding as of April 26, 2018; and

343,025,308 shares of Class V common stock, of which 199,354,950 shares were issued and outstanding as of April 26, 2018.

The Class V common stock is registered under the Exchange Act and listed on the NYSE. No other class of our common stock is registered under the Exchange Act or listed on any securities exchange.

The calculation of beneficial ownership is made in accordance with SEC rules. According to such rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. Under these rules, beneficial ownership as of any date includes any shares as to which a person has the right to acquire voting or investment power as of such date or within 60 days thereafter through the exercise of any stock option or other right or the vesting of any RSU, without regard to whether such right expires before the end of such 60-day period or continues thereafter. Under the Dell Technologies certificate, at any time and from time to time, any holder of Class A common stock or Class B common stock has the right to convert all or any of the shares of Class A common stock or Class B common stock, as applicable, held by such holder into shares of Class C common stock on a one-to-one basis. The numbers of shares beneficially owned and applicable percentage ownership amounts set forth in the following table under the heading “Class C Common Stock” do not reflect conversion of any shares of Class A common stock or Class B common stock into shares of Class C common stock. If two or more persons share voting power or investment power with respect to specific securities, all of such persons may be deemed to be beneficial owners of such securities.

The percentage of beneficial ownership as to any person as of April 26, 2018 (except as otherwise indicated below) is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days

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after April 26, 2018, by the sum of the number of shares outstanding as of April 26, 2018 plus the number of shares as to which such person has the right to acquire voting or investment power as of or within 60 days after April 26, 2018. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, Dell Technologies believes that the beneficial owners of the common stock listed below, based on information furnished by such beneficial owners in SEC filings or otherwise, have sole voting and investment power with respect to the shares shown.
Name of Beneficial Owner
 
 
 
 
 
 
 
 
 
Percentage
Ownership
of All
Outstanding
Dell
Technologies
Common
Stock
 
Class A
Common Stock
 
Class B
Common Stock
 
Class C
Common Stock
 
Class V
Common Stock
 
 
Number
 
Percent
(1)
 
Number
 
Percent
(1)
 
Number
 
Percent
(1)
 
Number
 
Percent
(1)
 
Executive Officers and Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael S. Dell (2)
 
348,677,582

 
83%