SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 17, 2013
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|One Dell Way, Round Rock, Texas||78682|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (800) 289-3355
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 5.07 – Submission of Matters to a Vote of Security Holders.
(a) On October 17, 2013, Dell Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”), at which the Company’s stockholders voted on the four proposals identified below.
(b) The final voting results with respect to each proposal voted upon at the 2013 Annual Meeting are set forth below. As of the record date for the 2013 Annual Meeting, holders of a total of 1,758,728,793 shares of outstanding common stock of the Company were entitled to vote on the proposals.
Proposal 1 – Election of Ten Directors
The stockholders approved the Company’s proposal for the election of ten nominees to the Board of Directors (the “Board”) by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the 2013 Annual Meeting, as set forth below:
Donald J. Carty
Janet F. Clark
Michael S. Dell
Kenneth M. Duberstein
Gerard J. Kleisterlee
Klaus S. Luft
Alex J. Mandl
H. Ross Perot, Jr.
Director James W. Breyer did not stand for re-election as a director at the 2013 Annual Meeting. Accordingly, at the time of the 2013 Annual Meeting, Mr. Breyer’s service as a director expired, and the total number of authorized directors constituting the entire Board was reduced from 11 directors to ten directors.
Proposal 2 – Ratification of Independent Auditor
The stockholders approved the Company’s proposal for ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2014, as set forth below:
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
The stockholders approved, in a non-binding advisory vote, the Company’s proposal to approve the compensation of its named executive officers as disclosed in the definitive proxy statement for the 2013 Annual Meeting filed with the Securities and Exchange Commission on September 24, 2013, as set forth below:
Stockholder Proposal (Proposal 4) – Right to Act by Written Consent
The stockholders did not approve the stockholder proposal requesting that the Board undertake such steps as may be necessary to permit the Company’s stockholders to act by written consent instead of at a meeting of stockholders, as set forth below:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: October 21, 2013||By:|
/s/ Janet B. Wright
|Janet B. Wright,|
|Vice President and Assistant Secretary|
|(Duly Authorized Officer)|