8-KLeadership ChangesExhibits & Filings

Dell Technologies Inc. 8-K Report, Executive Changes (Mar 19, 2019)

Filed March 19, 2019For Securities:DELL

Summary

This 8-K filing from Dell Technologies Inc. (DELL) on March 19, 2019, primarily announces the adoption of a new long-term incentive sub-program (Equity LTI Plan) under its existing 2013 Stock Incentive Plan. Effective March 15, 2019, this plan allows for the grant of time-based restricted stock units (RSUs) and performance-based restricted stock units (PRSUs) that will settle in Class C common stock. This initiative is aimed at aligning executive and employee compensation with the company's performance and long-term value creation. For the fiscal year ending January 31, 2020, a significant portion of awards for named executive officers and senior management will be PRSUs (50% or more), with the remainder in RSUs. This structure emphasizes performance-driven compensation tied to operating income, revenue, and relative total stockholder return. For other employees, awards will generally be in the form of RSUs. The filing also notes the adoption of new award agreement forms for these equity instruments, which are included as exhibits.

Key Highlights

  • 1Dell Technologies adopted a new Equity LTI Plan for fiscal year 2020.
  • 2The plan allows for the issuance of both time-based Restricted Stock Units (RSUs) and Performance-Based Restricted Stock Units (PRSUs).
  • 3Awards will settle in shares of Dell's Class C common stock.
  • 4For named executive officers and senior management, at least 50% of fiscal 2020 awards will be PRSUs, linking compensation to performance.
  • 5Performance metrics for PRSUs include operating income, revenue, and relative total stockholder return.
  • 6RSUs will generally vest over a specified period, subject to Board or committee discretion.
  • 7New forms of RSU and PRSU award agreements have been approved and filed as exhibits.

Frequently Asked Questions

The main purpose of the new Equity LTI Plan is to provide a long-term incentive structure for eligible officers and employees, including named executive officers, designed to align their compensation with the company's financial performance and create long-term shareholder value.

For fiscal year 2020, named executive officers and senior management will receive awards where at least 50% are PRSUs. These PRSUs are tied to specific performance measures like operating income, revenue, and total stockholder return, with the remainder of their award in RSUs which vest over time.

The key performance indicators for the Performance-Based Restricted Stock Units (PRSUs) include the company's operating income, revenue, and relative total stockholder return. Achievement of these metrics, along with specified service periods, will determine the vesting of these awards.

Yes, awards made under this Equity LTI Plan will settle in shares of Dell's Class C common stock. The filing also notes the adoption of new forms of award agreements for RSUs and PRSUs, which are filed as exhibits to the report.