DVMT Dell Technologies Inc. Class V (delisted)

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

The following summary briefly answers some questions you may have regarding these proxy materials and the annual meeting. This summary may not address all questions that could be important to you as a Dell Technologies stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, including the definitions of selected capitalized terms set forth in Annex A to this proxy statement, and the documents referred to in this proxy statement.

If you received a full set of printed versions of these materials by mail, these materials also should have included a proxy card or voting instruction form.

The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of the Company’s most highly paid executive officers and its directors, and other required information.

In addition, stockholders who previously have elected delivery of proxy materials electronically will receive a Notice by e-mail. Those stockholders should have received an e-mail containing a link to the website where the proxy materials are available and a link to the proxy voting website.

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A paper or e-mail copy of the proxy materials may be requested (free of charge) using one of the methods described in the Notice.

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A complete list of stockholders entitled to vote at the annual meeting will be available for inspection by any stockholder for any purpose germane to the annual meeting for at least ten days before the annual meeting during ordinary business hours at our headquarters located at One Dell Way, Round Rock, Texas 78682. In addition, the list will be available to any stockholder for examination online during the annual meeting. To access the list during the annual meeting, please visit www.virtualshareholdermeeting.com/DVMT2017 and enter the 16 digit control number provided on your proxy card, voting instruction form or Notice.

However, where a separate vote by a class is required with respect to any matter, the holders of the outstanding shares of that class representing a majority of the voting power of all outstanding shares of that class, present or represented by proxy, will constitute a quorum entitled to take action with respect to the vote on that matter. As discussed in this proxy statement, with respect to Proposal 1, a separate vote by the holders of the outstanding shares of Class A common stock is required for the election of the Group II director and a separate vote by the holders of the outstanding shares of Class B common stock is required for the election of the Group III directors. Further, approval of Proposal 5 requires, in addition to the affirmative vote of the holders of a majority of the outstanding shares of all outstanding classes of common stock, the separate affirmative votes of the holders of a majority of the outstanding shares of Class A common stock and the holders of a majority of the outstanding shares of Class B common stock.

Our Class V common stock is listed on the New York Stock Exchange, or the NYSE, and is registered under Section 12 of the Securities Exchange Act of 1934, or the Exchange Act. No other class of our common stock is listed on the NYSE or registered under the Exchange Act.

As of the record date for the annual meeting, an aggregate of 773,425,884 shares of Dell Technologies common stock are outstanding and entitled to vote at the meeting, of which 409,684,386 shares are shares of Class A common stock, 136,986,858 shares are shares of Class B common stock, 22,231,439 shares are shares of Class C common stock and 204,523,201 shares are shares of Class V common stock.

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Stockholders are not entitled to cumulate their votes in the election of directors.

At the annual meeting:

We encourage you to access the meeting before the start time of 11:00 a.m., Central Time, on June 26, 2017. Please allow ample time for online check-in, which will begin at 10:45 a.m., Central Time, on June 26, 2017.

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Even if you plan to attend the virtual annual meeting, you should submit a proxy card or voting instruction form for your shares in advance as described in the answer to the question immediately below so that your vote will be counted if you later decide not to attend the virtual annual meeting.

If you are a beneficial owner of shares held through a bank, brokerage firm or other nominee, please follow the voting instructions provided by your nominee.

If you own shares of Class V common stock through the EMC Corporation 401(k) Savings Plan or the EMC Corporation Deferred Compensation Retirement Plan, see “How may I vote my shares of Class V common stock that I own through the EMC Corporation 401(k) Savings Plan for employees or the EMC Corporation Deferred Compensation Retirement Plan?” below for the applicable voting deadline.

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Stockholders of record may change their proxy by using any one of these methods regardless of the method they previously used to submit their proxy. Only the latest dated proxy card you submit will be counted.

Whether or not you plan to attend the annual meeting, you are strongly urged to submit your proxy or voting instructions over the Internet or by telephone, or by completing, dating, signing and returning your proxy card or voting instruction form in the postage-paid envelope provided. Only the latest dated proxy card you submit will be counted.

A: If you own shares of Class V common stock through either of these two plans, you may direct the trustee to vote the shares held in your accounts in accordance with your instructions by returning the voting instruction form for your accounts or by registering your instructions over the Internet or by telephone as directed on the voting instruction form for your accounts. If you wish to instruct the trustee on the voting of shares held in your accounts, you should submit those instructions no later than 11:59 p.m., Eastern Time

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(10:59 p.m., Central Time), on Wednesday, June 21, 2017. For any shares for which the trustee does not receive voting instructions by that time, (1) if your shares are held in the EMC Corporation Deferred Compensation Retirement Plan, they will not be voted and (2) if your shares are held in the EMC Corporation 401(k) Savings Plan, the trustee will vote your shares with respect to the proposals to be voted on at the annual meeting in proportion to responses received from other participants in the plan. If you own shares of Class V common stock through either of these two plans, you will not be able to cast your vote at the annual meeting, but you will still be able to listen to the annual meeting webcast and ask questions during the annual meeting.

If any other business properly comes before the stockholders for a vote at the meeting, or any adjournment or postponement of the meeting, your shares will be voted according to the discretion of the persons named as proxy holders or the persons designated by them.

Consequently, if you hold your shares of Dell Technologies common stock through a bank, brokerage firm or other nominee and do not submit any voting instructions to your nominee, your nominee (1) may not exercise its discretion to vote your shares on Proposal 1, 3, 4 or 5 but (2)  may exercise its discretion to vote your shares on Proposal 2 (ratification of independent registered public accounting firm). If your shares are voted as directed by your bank, brokerage firm or other nominee on the routine proposal, Proposal 2, then your shares will constitute “broker

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non-votes” on each of the non-routine proposals and will not be counted in determining the number of shares necessary for approval of Proposal 1, 3, 4 or 5 (see below for a further discussion of broker non-votes). If you are a beneficial owner and want your vote to count on Proposals 1, 3, 4 and 5 (including the election of directors), it is critical that you instruct your bank, brokerage firm or other nominee how to vote your shares.

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By reason of their ownership of Class A common stock entitled to a majority of the aggregate votes entitled to be cast by the holders of the Class A common stock, the Class B common stock, the Class C common stock and the Class V common stock, voting together as a single class, the MD stockholders have the ability to approve any matter submitted to the vote of all of the outstanding shares of our common stock, voting together as a single class. As a result:

Approval of Proposal 5 also will require the affirmative vote of the Class A common stock held by the MD stockholders and the affirmative vote of the Class B common stock held by the SLP stockholders.

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If your bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board of Directors is currently composed of six members. Under Dell Technologies’ Fourth Amended and Restated Certificate of Incorporation, which we refer to as the Dell Technologies Certificate, and Dell Technologies’ Sponsor Stockholders Agreement (as defined in Annex A), our Board of Directors consists of three groups called the Group I directors, the Group II directors and the Group III directors. There are currently three Group I directors, one Group II director and two Group III directors, consisting of the following directors:

Director Groups

The rights of Dell Technologies’ stockholders to elect the directors composing each group, the terms of the members of each group, and the voting power of the members of each group are described below.

Stockholder Rights to Elect Directors – Dell Technologies’ stockholders are entitled to elect, remove and fill vacancies in respect of members of the Board of Directors as follows:

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Under the Sponsor Stockholders Agreement, the MD stockholders and the SLP stockholders have agreed to vote their shares in favor of the Group I director nominees they jointly designate.

Terms of Directors – Elections of the members of the Board of Directors will be held annually at the annual meeting of Dell Technologies stockholders and each director will be elected for a term commencing on the date of that director’s election and ending on the earliest of (1) the date on which the director’s successor is elected and qualified, (2) the date of the director’s death, resignation, disqualification or removal, (3) solely in the case of the Group II directors, the occurrence of a Designation Rights Trigger Event with respect to the Class A common stock and (4) solely in the case of the Group III directors, the occurrence of a Designation Rights Trigger Event with respect to the Class B common stock.

Voting Power of Directors – Under the Dell Technologies Certificate and the Sponsor Stockholders Agreement, the directors composing each group are currently entitled to the following number of votes while serving on the Board of Directors:

In accordance with the Dell Technologies Certificate, as the sole Group II director, Mr. Dell is entitled to cast a majority of the votes of the whole Board and therefore is able to approve any matter submitted to a vote of the Board of Directors other than those matters that also require the approval of either the Capital Stock Committee or the Audit Committee, and other than matters for which the approval of other groups is specified in the Dell Technologies Certificate or the Amended and Restated Bylaws of Dell Technologies Inc., which we refer to as the Dell Technologies Bylaws.

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The following table summarizes certain features relating to the election, number and voting power of members of the Board of Directors:

The Board of Directors has nominated the six individuals named below for election at the annual meeting of stockholders. Each nominee is currently a director. Each of the nominees has consented to serve as a nominee, to serve as a director if elected, and to be named as a nominee in this proxy statement. If any of these nominees is unavailable for election or unable to serve upon election, the individuals named as proxy holders or the persons designated by them will vote the shares of common stock for which they have received validly executed proxies for any substitute nominee proposed by the Board of Directors (unless the Board of Directors chooses to reduce the number of directors on the Board in accordance with the Dell Technologies Certificate).

Biographical and qualification information about each of the nominees is included under “– Director Qualifications and Information.” The Board’s recommendation of its director nominees is based on its carefully considered judgment that the qualifications and experience of the nominees, particularly in areas relevant to Dell Technologies’ strategy and operations, make them suitable candidates to serve on the Board.

Director Qualifications and Information

Director Qualifications – The Board of Directors believes that individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service; should possess the requisite intelligence, education, experience and judgment to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest standards of ethics and integrity, a strong sense of professionalism and intense dedication to serving the interests of Dell Technologies’ stockholders. The following are qualifications, experience and skills for Board members which are important to Dell Technologies’ business and its future:

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Director Matrix – The Board of Directors selects, evaluates and nominates qualified candidates for election or appointment to the Board. The matrix below shows how the director nominees contribute the various skills, experiences and perspectives that the Board of Directors considers important.

The Board of Directors unanimously recommends a vote “FOR” each of the Board’s nominees for director as listed below and on the enclosed proxy card.

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Set forth below is biographical information, as of May 1, 2017, about the persons whom the Board of Directors has nominated for election at the annual meeting, and the qualifications, experience and skills the Board considered in determining that each person should serve as a director:

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Settlement of SEC Proceeding with Mr. Dell – On October 13, 2010, a federal district court approved settlements by Dell Inc. and Mr. Dell with the SEC resolving an SEC investigation into Dell Inc.’s disclosures and alleged omissions before fiscal year 2008 regarding certain aspects of its commercial relationship with Intel Corporation and into separate accounting and financial reporting matters. Dell Inc. and Mr. Dell entered into the settlements without admitting or denying the allegations in the SEC’s complaint, as is consistent with common SEC practice. The SEC’s allegations with respect to Mr. Dell and his settlement were limited to the alleged failure to provide adequate disclosures with respect to Dell Inc.’s commercial relationship with Intel Corporation before fiscal year 2008. Mr. Dell’s settlement did not involve any of the separate accounting fraud charges settled by Dell Inc. and others. Moreover, Mr. Dell’s settlement was limited to claims in which only negligence, and not fraudulent intent, is required to establish liability, as well as secondary liability claims for other non-fraud charges. Under his settlement, Mr. Dell consented to a permanent injunction against future violations of these negligence-based provisions and other non-fraud based provisions related to periodic reporting. Specifically, Mr. Dell consented to be enjoined from violating Sections 17(a)(2) and (3) of the Securities Act of 1933 and Rule 13a-14 under the Exchange Act, and from aiding and abetting violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 under the Exchange Act. In addition, Mr. Dell agreed to pay a civil monetary penalty of $4 million, which has been paid in full. The settlement did not include any restrictions on Mr. Dell’s continued service as an officer or director of Dell Inc.

Corporate Governance

Corporate Governance Principles – The Board of Directors is committed to the achievement of business success and the enhancement of long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board of Directors has adopted the Dell Technologies Corporate Governance Principles to provide an effective corporate governance framework for the Company, intending to reflect a set of core values that provide the foundation for Dell Technologies’ governance and management systems and Dell Technologies’ interactions with others. A copy of those principles can be found on our website at http://investors.delltechnologies.com under the Corporate Governance section.

Controlled Company Status – The Class V common stock is listed on the NYSE. As a result, Dell Technologies is subject to governance requirements under the NYSE rules.

Dell Technologies is a “controlled company” under the rules of the NYSE. As a result, it qualifies for exemptions from, and has elected not to comply with, certain corporate governance requirements under NYSE rules, including the requirements that within one year of the date of the listing of Dell Technologies’ Class V common stock on the NYSE, Dell Technologies have a board that is composed of a majority of “independent directors,” as defined under NYSE rules, and a compensation committee and a nominating committee that are composed entirely of independent directors. Even though Dell Technologies is a controlled company, it is required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of the Audit Committee, as discussed below.

The rules of the NYSE define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Mr. Dell beneficially owns shares of our Class A common stock representing more than 50% of the voting power of our shares of common stock eligible to vote in the election of our directors. If Dell Technologies ceases to be a controlled company and the Class V common stock continues to be listed on the NYSE, Dell Technologies will be required to comply with the director independence requirements of the NYSE relating to the board of directors, compensation committee and nominating committee by the date its status changes or within specified transition periods applicable to certain provisions, as the case may be.

Director Independence – The Board of Directors has affirmatively determined that Messrs. Dorman and Green and Mrs. Kullman, constituting three of our six directors, are independent under the NYSE rules and the standards for independent directors established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. The NYSE

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rules provide that, in order to determine that a director is independent, the Board of Directors must determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In accordance with the NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the Board of Directors considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation. In making its determinations, the Board of Directors considered transactions in which Dell Technologies, in the ordinary course of business, purchased products or services from, or sold products or services to, companies of which Mr. Dorman and Mrs. Kullman serve as independent directors, and determined that such transactions did not affect the independence of these directors under the NYSE rules and our Corporate Governance Principles.

Board Leadership – The Dell Technologies Bylaws provide that the Chairman of the Board will preside over all meetings of the Board of Directors at which he is present. The Chief Executive Officer has management responsibility for the business and affairs of the Company. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Dell.

Dell Technologies’ Corporate Governance Principles contain several features which the Company believes will help ensure that the Board of Directors maintains effective and independent oversight of management, including the following:

At each executive session of the independent directors, those directors elect an independent director as presiding director to chair the next executive session.

The Board of Directors has determined that its current structure, with combined Chairman and Chief Executive Officer roles and exercise of key Board oversight responsibilities by the independent directors serving on the Audit and Capital Stock Committees, is in the best interests of Dell Technologies and our stockholders. The Board of Directors believes that combining the Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company given Mr. Dell’s in-depth knowledge of Dell Technologies’ business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. As Chief Executive Officer, Mr. Dell is intimately involved in the day-to-day operations of the Company and is thus in a position to elevate the most critical business issues for consideration by the Board’s independent directors.

Board Committees – The Board of Directors has established three standing committees which consist of the Audit Committee, the Capital Stock Committee and the Executive Committee. These committees assist the Board of Directors in discharging its oversight responsibilities. The Board of Directors has adopted a written charter for each of the standing committees. These charters form an integral part of Dell Technologies’ Corporate Governance Principles. A current copy of each charter can be found on Dell Technologies’ website at http://investors.delltechnologies.com under the Corporate Governance section.

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The following table shows the current members of the Board of Directors and the committees and director groups to which each director belongs and indicates the directors determined by the Board of Directors to be independent under the NYSE rules and our Corporate Governance Principles.

Descriptions of the primary responsibilities of each committee are set forth below.

Audit Committee

The Audit Committee has three members and is composed entirely of members of the Board of Directors who satisfy the standards of independence established for independent directors under the NYSE rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Exchange Act, as determined by the Board of Directors. Under the Sponsor Stockholders Agreement, the membership of the Audit Committee is required to consist entirely of the Group I directors. The Board of Directors has determined that each member of the Audit Committee meets the “financial literacy” requirement for Audit Committee members under the NYSE rules and that each member is an “audit committee financial expert” within the meaning of SEC rules.

The Audit Committee’s primary responsibilities include, among other matters:

In conjunction with the mandatory rotation of the audit firm’s lead engagement partner or partner responsible for reviewing the audit, the Audit Committee and its chair are directly involved in the selection of the independent registered public accounting firm’s new lead engagement partner. In Fiscal 2017, before the listing of the Class V common stock on the NYSE, the Dell Technologies directors then serving on the Audit Committee selected a new lead engagement partner.

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Capital Stock Committee

Under the Dell Technologies Certificate and the Dell Technologies Bylaws, the Capital Stock Committee must consist of a majority of independent directors under the listing standards of the NYSE and SEC rules and regulations (as determined by the Board of Directors). The Capital Stock Committee currently consists solely of independent directors.

The Capital Stock Committee has been granted powers, authority and responsibilities by the Board of Directors in connection with the adoption of general policies governing the relationship between business groups or otherwise, including with respect to, among other matters: (1) the business and financial relationships between the DHI Group (as defined in Annex A) or any business or subsidiary allocated to it, on the one hand, and the Class V Group (as defined in Annex A) or any business or subsidiary allocated to it, on the other hand; and (2) any matters arising in connection therewith. The grant of such powers, authority and responsibilities has been made pursuant to the Dell Technologies Bylaws and the Tracking Stock Policy governing the Class V common stock.

Without the approval of the Capital Stock Committee, the Board of Directors may not approve any (1) investment made by or attributed to the Class V Group, including any investment of any dividends received on the common stock of VMware, Inc., or VMware, attributed to the Class V Group, other than (a) investments made by VMware or (b) any reallocation related to the Retained Interest Dividend Amount (as defined in Annex A) or Retained Interest Redemption Amount (as defined in Annex A), (2) allocation of any acquired assets, businesses or liabilities to the Class V Group, (3) allocation or reallocation of any assets, businesses or liabilities from one group to the other (other than a pledge of any assets of one group to secure obligations of the other, or any foreclosure on the assets subject to such a pledge), or (4) resolution, or the submission to the Dell Technologies stockholders of any resolution, setting forth an amendment to the Dell Technologies Certificate to increase the number of authorized shares of Class V common stock or any series thereof at any time the common stock of VMware is publicly traded and VMware is required to file reports under Sections 13 and 15(d) of the Exchange Act. Any determination by the Board of Directors to amend, modify or rescind such general policies may become effective only with the approval of the Capital Stock Committee.

For so long as any shares of Class V common stock remain outstanding, the provisions of the Dell Technologies Bylaws creating the Capital Stock Committee may not be amended or repealed (1) by the Dell Technologies stockholders unless such action has received the affirmative vote of the holders of record (other than shares held by Dell Technologies’ affiliates), as of the record date for the meeting at which such vote is taken, of (a) Class V common stock representing a majority of the aggregate voting power (other than shares held by the Dell Technologies’ affiliates) of Class V common stock present at such meeting and entitled to vote thereon, voting together as a separate class, and (b) common stock representing a majority of the aggregate voting power of the Dell Technologies common stock present, in person or by proxy, at such meeting and entitled to vote thereon or (2) by any action of the Board of Directors.

A copy of the Tracking Stock Policy governing the Class V common stock is available on our website at http://investors.delltechnologies.com under the Tracking Stock Information section.

Executive Committee

Under the Sponsor Stockholders Agreement, the Executive Committee must consist entirely of at least one Group II director and one Group III director. The voting power of the Group II directors and the Group III directors on the Executive Committee is proportionate to their respective voting power on the Board of Directors, as described above. The Executive Committee is responsible for, among other matters:

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The Executive Committee has been delegated the power and authority of the Board of Directors over the following matters to the fullest extent permitted under Delaware law:

Compensation Committee Interlocks and Insider Participation – The Executive Committee, which is composed of Messrs. Dell and Durban, acts as the compensation committee of the Board. Mr. Dell is our Chief Executive Officer. None of Dell Technologies’ executive officers served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity that has or had one or more executive officers who served as a member of Dell Technologies’ Board of Directors or the Executive Committee during Fiscal 2017. For information concerning transactions among each of Messrs. Dell and Durban and related persons, on the one hand, and Dell Technologies and its subsidiaries, on the other hand, see “Additional Information – Certain Relationships and Related Transactions.”

Board Risk Oversight – The Board of Directors oversees and maintains Dell Technologies’ governance and compliance processes and procedures to promote the conduct of Dell Technologies’ business in accordance with applicable laws and regulations and with the highest standards of responsibility, ethics and integrity. As part of its oversight responsibility, the Board is responsible for the oversight of risks facing the Company and seeks to provide guidance with respect to the management and mitigation of those risks. An analysis of strategic and operational risks is presented to the Board in reports submitted by the Chief Executive Officer, the Chief Financial Officer and the General Counsel, as well as by other members of Dell Technologies’ senior management who regularly appear before the Board to provide detailed overviews of the businesses they oversee. Directors also have complete and open access to all Dell Technologies employees and are free to communicate, and do communicate, directly with management.

The Board of Directors delegates oversight of the following specific areas of risk to its committees:

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Each of the committee chairs reports to the full Board of Directors at its regular meetings concerning the activities of the committee, the significant issues it has discussed, and the actions taken by the committee.

Although the Board of Directors is responsible for risk oversight, management is responsible for risk management. Dell Technologies seeks to maintain an effective internal control environment and has processes to identify and manage risk, including an Executive Risk Steering Committee. This committee exercises oversight of the various risk assessment and monitoring and controls processes across the Company, which include an annual risk assessment process that supports the annual internal audit plan. Dell Technologies also maintains and enforces a Code of Conduct, a Code of Ethics for Senior Financial Officers, an Accounting Code of Conduct, an ethics and compliance program, a comprehensive internal audit process, and approved quality standards.

Meetings and Attendance – In Fiscal 2017, including the portion of the fiscal year before the listing of the Class V common stock on the NYSE, the full Board of Directors met five times and the Audit Committee met six times. The Capital Stock Committee and the Executive Committee, which were initially constituted as of September 7, 2016, did not meet during Fiscal 2017, instead acting through unanimous written consent. In Fiscal 2017, each member of the Board of Directors attended at least 75% of the total number of meetings of the Board and each applicable Board committee held during the period in which such member served as a director of Dell Technologies or as a member of such committee.

Dell Technologies does not have a policy on director attendance at annual meetings of stockholders. This year’s meeting will be our first annual meeting following the listing of the Class V common stock on the NYSE.

Communications with Directors – Any interested person (whether or not a Dell Technologies stockholder) may send communications to the Board of Directors as a whole, the independent directors as a group, any Board committee, or any individual member of the Board. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Corporate Governance section.

In addition, any person who has a concern about the Dell Technologies’ conduct, accounting, financial reporting, internal controls or auditing matters may communicate that concern directly to the independent directors or to the Audit Committee (through the committee chair). These communications may be made on a confidential and anonymous basis, and may be e-mailed, submitted in writing or reported by phone to the Company’s Global Ethics and Compliance office. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Corporate Governance section. All of these concerns will be forwarded to the appropriate directors for their review and will be simultaneously reviewed and addressed by the Global Ethics and Compliance office in the same manner in which such concerns are addressed by the Company’s management.

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The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board of Directors on a quarterly basis. The independent directors or the Audit Committee may undertake special action, including the retention of outside advisors or counsel, with respect to any concern addressed to them. Dell Technologies’ Code of Conduct prohibits any employee from retaliating or taking any adverse action against any other employee or other person for raising in good faith, or helping to resolve, an integrity concern.