8-KOther Events

Dell Technologies Inc. 8-K Report, Corporate Update (Jul 11, 2016)

Filed July 11, 2016For Securities:DELL

Summary

This 8-K filing by Denali Holding Inc. (the "Company") announces significant developments related to the proposed merger with EMC Corporation and its anticipated listing on the New York Stock Exchange (NYSE). The most crucial information for investors is the approval of three new directors—Ellen J. Kullman, William D. Green, and David W. Dorman—for future election to the Company's Board. These individuals are expected to qualify as independent directors and will play key roles, including serving on the Audit and Capital Stock Committees post-merger. Their extensive experience in leadership roles at major corporations like DuPont, Accenture, AT&T, and EMC suggests a strengthening of the Company's governance structure as it prepares for a major transformative event. Furthermore, the filing confirms the effectiveness of new NYSE listing standards for tracking stocks, specifically for the Company's Class V Common Stock. This stock is intended to track the performance of the Company's investment in VMware, Inc. and will be listed on the NYSE under the ticker symbol "DVMT." This is a critical step as it lays the groundwork for the financial structuring and market reception of the tracking stock, which will be issued as part of the merger with EMC. Investors should monitor the progress of the merger and the subsequent listing of this new class of stock.

Key Highlights

  • 1Denali Holding Inc. (pre-merger Dell) approved three new directors: Ellen J. Kullman, William D. Green, and David W. Dorman, for future election to the Board.
  • 2These new directors are expected to be independent and will serve on key committees, including the Audit Committee and Capital Stock Committee.
  • 3The approval of these directors is contingent upon the completion of the proposed merger with EMC Corporation.
  • 4The company has applied to list its Class V Common Stock on the NYSE under the symbol 'DVMT'.
  • 5This Class V Common Stock will be a tracking stock, reflecting the performance of Dell's investment in VMware, Inc.
  • 6New NYSE listing standards for tracking stocks, relevant to the Class V Common Stock, have been approved by the SEC.
  • 7The merger with EMC is subject to customary conditions, including EMC shareholder approval.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the approval of three new directors for the Board of Denali Holding Inc. (the "Company") and to confirm the effectiveness of new NYSE listing standards for its proposed tracking stock, all in preparation for the company's significant merger with EMC Corporation.

The newly approved directors are Ellen J. Kullman (former CEO of DuPont), William D. Green (former CEO of Accenture and Lead Director of EMC), and David W. Dorman (Founding Partner of Centerview Capital Technology and former CEO of AT&T). Their extensive executive and board experience is expected to enhance the governance and strategic oversight of the combined company.

The Class V Common Stock is a tracking stock that will be issued by Denali Holding Inc. as part of the merger with EMC. It is designed to track the financial performance of the company's investment in VMware, Inc. This structure allows investors to gain exposure to VMware's performance separately from the broader Dell/EMC business.

The merger with EMC Corporation is still in progress and is subject to customary closing conditions, including the approval of the merger agreement by EMC shareholders. The appointment of new directors and the listing plans for the tracking stock are preparatory steps for the completion of this major transaction.