8-KShareholder Matters

Dell Technologies Inc. 8-K Report, Shareholder Vote Results (Jul 2, 2020)

Filed July 2, 2020For Securities:DELL

Summary

Dell Technologies Inc. filed an 8-K on July 2, 2020, reporting the results of its 2020 annual meeting of stockholders held on June 29, 2020. The key outcome was the election of directors and the ratification of the independent auditor. All director nominees for Group I were elected with overwhelming support when all common stock classes voted together. The Group IV director nominee was also elected, though the vote was conducted separately for Class C common stock. Furthermore, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2021 was ratified with a significant majority. The stockholders also approved, on an advisory basis, the compensation of the company's named executive officers. The filing provides detailed voting results for each proposal, highlighting strong stockholder confidence in the board and the company's financial oversight.

Key Highlights

  • 1Dell Technologies held its 2020 annual meeting of stockholders on June 29, 2020.
  • 2All six Group I director nominees were elected to the Board of Directors with strong support from all common stock classes voting together.
  • 3The Group IV director nominee was elected, with voting conducted separately for Class C common stock.
  • 4PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year ending January 29, 2021.
  • 5Stockholders approved, by an advisory vote, the compensation of the company's named executive officers.
  • 6The company's Class A and Class B common stock hold ten votes per share, while Class C common stock holds one vote per share, impacting the overall voting power.
  • 7A total of 739,842,194 shares of common stock were outstanding and entitled to vote.

Frequently Asked Questions

The main outcomes were the election of directors to the Board, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2021, and an advisory vote approving the compensation of named executive officers.

The six Group I director nominees were elected with overwhelming support when all classes of common stock voted together. The Group IV director nominee was also elected, though voted on separately by Class C stockholders. The voting results indicate minimal opposition and a large number of broker non-votes for director elections.

The different classes have varying voting power. Class A and Class B common stock each carry ten votes per share, while Class C common stock has one vote per share. This structure significantly influences the overall voting outcomes, as seen in the director elections where the combined voting power of Class A and B likely played a substantial role.

Yes, there was an advisory vote on the compensation of named executive officers (commonly known as 'say-on-pay'). The proposal was approved by a significant majority, with over 5 billion 'For' votes compared to approximately 15 million 'Against' votes.