8-KLeadership Changes

Dell Technologies Inc. 8-K Report, Executive Changes (Apr 2, 2019)

Filed April 2, 2019For Securities:DELL

Summary

This 8-K filing by Dell Technologies Inc. announces a significant change in its Board of Directors with the appointment of Lynn Vojvodich as a Group I director, effective April 2, 2019. Ms. Vojvodich brings extensive experience in the technology sector, having held executive marketing roles at Salesforce and previously serving as a partner at Andreessen Horowitz. Her appointment is a direct result of the Class V transaction, completed in December 2018, and fulfills a requirement to add an independent director to the Board by June 30, 2019. This move aims to enhance board oversight and governance following the significant financial restructuring. Investors should note that Ms. Vojvodich's addition is crucial for meeting the terms of the Merger Agreement related to the Class V transaction. Her background in scaling technology businesses and her experience in venture capital and digital transformation are valuable assets to Dell's board as it navigates its post-transaction strategic path. She will be compensated through Dell's standard independent director program, including a $1,000,000 sign-on equity grant in the form of stock options for Class C Common Stock, aligning her interests with those of Class C shareholders.

Key Highlights

  • 1Dell Technologies appointed Lynn Vojvodich to its Board of Directors as a Group I director, effective April 2, 2019.
  • 2Ms. Vojvodich has a strong background in technology, including executive marketing roles at Salesforce and venture capital experience at Andreessen Horowitz.
  • 3The appointment fulfills a requirement under the Merger Agreement related to the Class V transaction, which closed in December 2018.
  • 4Dell is obligated to appoint a fourth independent director by June 30, 2019, and Ms. Vojvodich meets NYSE independence requirements.
  • 5Ms. Vojvodich receives a $1,000,000 sign-on equity grant in the form of stock options for Class C Common Stock.
  • 6This appointment is part of the ongoing integration and governance adjustments following the significant Class V transaction.

Frequently Asked Questions

Lynn Vojvodich was appointed to the Board of Directors as part of the fulfillment of the Merger Agreement related to the Class V transaction. This agreement required Dell to appoint a fourth director who meets NYSE independence requirements by June 30, 2019, after consultation with Class C Common Stock holders.

Ms. Vojvodich is a seasoned technology executive with over 20 years of experience. She has held senior marketing roles at major tech companies like Salesforce and served as a partner at the venture capital firm Andreessen Horowitz. Her expertise in building and transforming technology businesses, digital transformation, and go-to-market strategies is highly relevant to Dell's current strategic objectives.

Ms. Vojvodich will participate in Dell's compensation program for independent directors. This includes a sign-on equity grant valued at $1,000,000, awarded as options to purchase Class C Common Stock. The number of options is based on the closing price of Class C Common Stock on April 2, 2019.

While the appointment itself is a governance-related event driven by the Class V transaction's terms, the addition of a director with Ms. Vojvodich's extensive technology and venture capital background suggests a continued focus on innovation, strategic growth, and effective execution of Dell's business strategy in the evolving tech landscape.