8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549  

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2020

 ______________________

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

 ______________________

Delaware	001-37867	80-0890963
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Dell Way
Round Rock
Texas	78682
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 289-3355

Not Applicable

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class C Common Stock, par value $0.01 per share	DELL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07    Submission of Matters to a Vote of Security Holders.

(a)  On June 29, 2020, Dell Technologies Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “2020 annual meeting”). At the 2020 annual meeting, the Company’s stockholders voted on three proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2020 annual meeting filed with the Securities and Exchange Commission on May 19, 2020 (the “2020 proxy statement”).

(b)  As of the record date for the 2020 annual meeting, an aggregate of 739,842,194 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 384,538,823 shares are shares of Class A common stock, 101,685,217 shares are shares of Class B common stock and 253,618,154 shares are shares of Class C common stock.

Each share of Class A common stock and 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.

The final voting results with respect to each proposal voted upon at the 2020 annual meeting are set forth below.

Proposal 1

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, elected to the Board of Directors of the Company each of the six nominees for Group I director, and the holders of the Company’s outstanding Class C common stock, voting separately as a series, elected to the Board of Directors of the Company the nominee for Group IV director, each as specified in the 2020 proxy statement, based on the following numbers of votes:

Group I Director Nominee	For	Withheld	Broker Non-Votes
Michael S. Dell	4,976,356,896	54,953,790	32,521,833
David W. Dorman	5,004,964,753	26,345,933	32,521,833
Egon Durban	4,985,440,951	45,869,735	32,521,833
William D. Green	5,003,401,604	27,909,082	32,521,833
Simon Patterson	5,002,868,457	28,442,229	32,521,833
Lynn M. Vojvodich	5,006,542,788	24,767,898	32,521,833

Group IV Director Nominee	For	Withheld	Broker Non-Votes
Ellen J. Kullman	152,141,542	25,067,214	32,521,833

There were no abstentions with respect to this proposal.

Each nominee elected to the Board of Directors at the 2020 annual meeting as a Group I director or Group IV director was elected for a term commencing on the date of the 2020 annual meeting and ending on the earlier of the date on which the director’s successor is elected and qualified and the date of the director’s death, resignation, disqualification or removal.

Proposal 2

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 29, 2021, based on the following numbers of votes:

For	Against	Abstentions
5,053,175,077	10,432,671	224,771

There were no broker non-votes with respect to this proposal.

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Proposal 3

The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2020 proxy statement, based on the following numbers of votes:

For	Against	Abstentions	Broker Non-Votes
5,015,146,317	15,851,730	312,639	32,521,833

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SIGNATURES

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: July 2, 2020	Dell Technologies Inc.
	By:	/s/ Robert Potts
		Robert Potts Senior Vice President and Assistant Secretary
		(Duly Authorized Officer)

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XML

Cover Page Document	Jun. 29, 2020
Cover page.
Document Type	8-K
Document Period End Date	Jun. 29, 2020
Entity Registrant Name	Dell Technologies Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37867
Entity Tax Identification Number	80-0890963
Entity Address, Address Line One	One Dell Way
Entity Address, City or Town	Round Rock
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78682
City Area Code	800
Local Phone Number	289-3355
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class C Common Stock, par value $0.01 per share
Trading Symbol	DELL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001571996
Amendment Flag	false