NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Dell Technologies Inc.:
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Date & Time: |
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Accessibility: |
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Record Date: |
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Thursday, June 27, 2024 12:00 p.m., Central Time |
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www.virtualshareholder meeting.com/DELL2024 |
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Close of Business May 1, 2024 |
Voting Recommendations
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Meeting Proposals |
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Board Recommendations |
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Page Reference |
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Proposal 1: |
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Election of the seven nominees for Group I director and the nominee for Group IV director as specified in this proxy statement |
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FOR ALL NOMINEES |
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7 |
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Proposal 2: |
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Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025 |
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FOR |
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25 |
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Proposal 3: |
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Non-binding, advisory vote to approve named executive officer compensation as disclosed in this proxy statement, or Say-on-Pay |
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FOR |
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27 |
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Proposal 4: |
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Shareholder proposal requiring that Dell Technologies Inc.’s website list any recipient of material donations from Dell Technologies Inc. |
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AGAINST |
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28 |
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Proposal 5: |
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Shareholder proposal seeking a report to shareholders on the effectiveness of Dell Technologies Inc.’s diversity, equity, and inclusion efforts |
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AGAINST |
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30 |
In addition, stockholders will consider and take action upon any other business that may properly come before the annual meeting or any adjournment or postponement thereof.
The holders of record of Dell Technologies’ outstanding common stock as of the close of business on May 1, 2024, which is the record date fixed by the Board of Directors, are entitled to notice of and to vote at the annual meeting or at any adjournment or postponement thereof.
We encourage you to access the annual meeting before the start time of 12:00 p.m., Central Time, on June 27, 2024. Please allow ample time for online check-in, which will begin at 11:45 a.m., Central Time, on June 27, 2024.
A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder for at least ten days before the 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 during the annual meeting on the meeting website set forth above using the 16 digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.
Whether or not you plan to attend the annual meeting, your Board of Directors urges you to read the proxy statement and submit proxy or voting instructions for your shares via the internet or by telephone, or complete, date, sign and return your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided. We encourage you to submit your proxy or voting instructions via the internet, which is convenient, helps reduce the environmental impact of our annual meeting and saves us significant postage and processing costs.
This Notice of Annual Meeting of Stockholders and the proxy statement are accompanied by Dell Technologies’ annual report on Form 10-K for the fiscal year ended February 2, 2024, which is our annual report to stockholders for our 2024 fiscal year.
If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact Investor Relations at (512) 728-7800 or investor_relations@dell.com.
If a bank, brokerage firm or other nominee holds your shares, you also should contact your nominee for additional information.
By Order of the Board of Directors
Richard J. Rothberg
Secretary
May 17, 2024
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Environmental, Social and Governance (ESG) |
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Advancing Sustainability |
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Cultivating Inclusion |
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Transforming Lives |
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Upholding Trust |
At Dell Technologies, our purpose is to create technologies that drive human progress. By putting our technology, scale and expertise to work, we focus on where we believe we can make the largest impact and can do the most good for both people and the planet. We recognize that all of our stakeholders, including stockholders, customers, suppliers, employees, and communities, are essential to our business.
We take our opportunity and responsibility to create positive impact seriously, making effective governance and transparency an essential part of our Environmental, Social and Governance, or ESG, strategy. Our Board of Directors, directly and through its standing committees, oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. Our governance framework includes regular updates to the Board of Directors, incorporates ESG goals and key drivers into the Company’s overall strategy, and involves management committees, including an ESG Steering Committee, charged with overseeing and executing Dell Technologies’ ESG strategy under the supervision of our leadership team. The ESG Steering Committee is also responsible for monitoring and supporting Dell Technologies’ progress towards achieving the established ESG goals and other related ESG priorities. To ensure an integrated perspective and approach to ESG, these management committees are composed of members from various teams across the Company, including representatives from functions such as corporate sustainability and ESG, diversity and inclusion, human resources, philanthropy, security, ethics and privacy, supply chain audit, corporate affairs, government affairs, internal audit, legal, risk management, investor relations, accounting, finance and product, operations and services teams. Together, these governance bodies develop, manage and measure ESG strategy and performance.
We are committed to transparency in our effort to drive human progress, and we regularly evaluate the quality and effectiveness of our ESG reporting based on feedback from our stakeholders, and to align to external reporting frameworks and evolving regulatory requirements. We publish detailed, three-year performance trends on key metrics and on key topics within our annual ESG Report, available on the ESG & Impact page of our website. We complement this information with reporting framework indexes in our ESG Report, such as The Global Reporting Initiative’s (GRI) standards, the World Economic Forum’s (WEF) Stakeholder Capitalism Metrics, CDP Climate, CDP Water Security, and the Sustainability Accounting Standards Board (SASB) standards. This promotes accountability and allows our stakeholders to follow our progress on our 2030 goals.
Our ESG goals guide our impact strategies. To drive measurable impact, goals must reflect where we have the biggest opportunity to drive meaningful change. We consistently evaluate our goals and targets through that lens. Our plan is to activate change in the critical areas of advancing sustainability, cultivating inclusion, transforming lives and upholding trust.
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Advancing Sustainability – We believe we have a responsibility to create a more sustainable future and to protect and enrich our planet together with our customers, suppliers, and communities. We seek to achieve this by focusing our impact on selected key areas, including both climate change and circular economy. We continue to emphasize sustainability across our business ecosystem, valuing natural resources and seeking to minimize our environmental impact. With the power of our global supply chain, Dell Technologies pursues the highest standards of sustainability and ethical practices. |
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Cultivating Inclusion – We view diversity and inclusion as a business imperative to help build and empower our future workforce. We strive to cultivate an inclusive workforce and believe our team members should be representative of the diversity in our global customer base. Further, we believe diversity of leadership enhances innovation and ensures that company decisions reflect our diverse stakeholder groups. |
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Transforming Lives – We believe our scale, support, and the innovative application of our technology can be a catalyst in advancing fundamental human rights and addressing complex societal challenges, such as digital inclusion, for under-resourced groups. We endeavor to harness the power of technology, our scale, and our expertise to create a digital future that can contribute to the realization of human potential. |
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Upholding Trust – Upholding trust through security, ethics, and privacy plays a critical role in creating business success. We are committed to upholding ethics and integrity and ensuring that new talent and existing team members align with our ethical |
Dell Technologies / 2024 Proxy Statement / 5
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Proposal 1 – Election of Directors |
In this Proposal 1, the Board is asking stockholders to vote for the election of Michael S. Dell, David W. Dorman, Egon Durban, David Grain, William D. Green, Steven M. Mollenkopf, and Lynn Vojvodich Radakovich to the Board as Group I directors, and for the election of Ellen J. Kullman to the Board as the Group IV director. Each director nominee is currently serving as a member of our Board.
Each of the seven Group I director nominees other than Mr. Mollenkopf was elected to the Board at the 2023 annual meeting of stockholders and is currently serving as a Group I director. The Group IV director nominee was also elected to the Board at the 2023 annual meeting of stockholders and is currently serving as the Group IV director.
Mr. Mollenkopf was appointed to the Board as a Group I director effective on September 27, 2023. His leadership and operating experience, as well as deep engineering expertise, are aligned with our innovation agenda and were considerations in his appointment. Mr. Mollenkopf was identified as a director candidate by a search firm.
Class C Vote for Group IV Director
Holders of the Class C common stock, voting separately as a series, will elect the Group IV director. On the recommendation of the Nominating and Governance Committee, the Board has unanimously nominated Ellen J. Kullman for election as the Group IV director because of the perspective she brings to corporate governance from her extensive experience as a senior executive, including as a chief executive officer, and her board and committee service as an independent director of Dell Technologies and other major public companies. Mrs. Kullman currently serves as our Lead Independent Director and as chair of the Nominating and Governance Committee.
Following the 2023 annual meeting, we engaged with our Class C stockholders on considerations that informed their vote on Mrs. Kullman’s election at that meeting. Their feedback indicated that concern regarding directors who serve on nominating and governance committees of multi-class companies appears to have influenced the vote outcome for Mrs. Kullman.
The Board continues to believe that the current multi-class structure is in the best interest of Dell Technologies and its stockholders, as described in more detail below under “– Share Class Structure.” In addition, the Board has taken significant action in recent years to enhance its corporate governance profile based on stockholder feedback. In response to additional input we received during our most recent stockholder engagement, we have incorporated additional disclosure enhancements throughout the proxy statement. We will continue to engage with our Class C stockholders to understand their views on our Board and governance practices, policies, and disclosures. See “Corporate Governance – Stockholder Engagement” for more details.
Director Groups
The Board is currently composed of eight members, seven of whom are Group I directors and one of whom is the Group IV director.
Under our certificate of incorporation, the number of Group I directors may be no fewer than three or more than 20 directors and will be determined in accordance with our bylaws. The bylaws provide that the total number of directors will be fixed by resolution of the Board and may be no fewer than three directors or more than 21 directors, provided that the number of Group I directors may be no fewer than three directors or more than 20 directors and there shall be one director acting as the Group IV director.
Elections of the members of the Board are held annually at the annual meeting of stockholders. Each director is elected for a term commencing on the date of such director’s election and ending on the date on which the director’s successor is elected and qualified.
Under the certificate of incorporation, each Group I director is elected annually by the holders of all series of our outstanding common stock, voting together as a single class. The Group IV director is elected annually by the holders of Class C common stock, voting separately as a series.
Director Nominees
The Board has nominated seven members currently serving as Group I directors for election as Group I directors at the annual meeting, and one member currently serving as the Group IV director for election as the Group IV director at the annual meeting. Each nominee has consented to be named as a nominee in this proxy statement and to serve as a director if elected. If any
Dell Technologies / 2024 Proxy Statement / 7
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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Stockholder Arrangements
Certain stockholders have rights to nominate directors and obligations to vote for director nominees under the stockholders agreements described below.
Stockholder Rights to Nominate Directors – Effective as of December 25, 2018, Dell Technologies and certain of its wholly-owned subsidiaries entered into a stockholders agreement, referred to as the MD Stockholders Agreement, with the MD stockholders (as defined in Annex A to this proxy statement) and into a stockholders agreement, referred to as the SLP Stockholders Agreement, with the SLP stockholders (as defined in Annex A to this proxy statement) and other named stockholders. We refer to the MD Stockholders Agreement and the SLP Stockholders Agreement as the Sponsor Stockholders Agreements.
Under the Sponsor Stockholders Agreements, each of the MD stockholders and the SLP stockholders have the right to nominate a number of individuals for election as directors which is equal to (1) in the case where the MD stockholders and the SLP stockholders beneficially own more than 70% of the total voting power for the regular election of directors, which is their beneficial ownership status as of the date of this proxy statement, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon) who are not members of the Audit Committee, or (2) in the case where the MD stockholders and the SLP stockholders beneficially own 70% or less of the total voting power for the regular election of directors, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon), in each case rounded up to the nearest whole number. Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, are entitled to nominate at least one individual for election to the Board as a Group I director. Of the Group I director nominees proposed for election at this annual meeting, Mr. Dell, Mr. Dorman, Mr. Green and Ms. Vojvodich Radakovich have been designated for nomination by the MD stockholders and Mr. Durban has been designated for nomination by the SLP stockholders.
The SLP Stockholders Agreement provides that, so long as the MD stockholders beneficially own, in the aggregate, common stock representing a majority of the total voting power of the outstanding common stock, which is their beneficial ownership status as of the date of this proxy statement, the SLP stockholders will use their reasonable best efforts to expand the size of the Board to up to 21 directors at the request of the MD stockholders. In addition, under the Sponsor Stockholders Agreements, if any person nominated by the MD stockholders or the SLP stockholders ceases to serve on the Board as a Group I director for any reason (except as a result of a reduction in the applicable stockholders’ right to nominate Group I directors under the relevant Sponsor Stockholders Agreement), the stockholders who nominated such Group I director are entitled to nominate a replacement so long as the stockholders are entitled to nominate at least one Group I director to the Board at such time.
Under the MD Stockholders Agreement, for so long as the MD stockholders are entitled to nominate at least one Group I director, the MD stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board (except the Audit Committee), to the extent permitted by applicable law and stock exchange rules and subject to certain exceptions. Under the SLP Stockholders Agreement, the SLP stockholders have the same right as the MD stockholders to representation on Board committees for so long as they are entitled to nominate at least one Group I director. The SLP stockholders have waived their right to have a nominee serve on the Compensation Committee and on the Nominating and Governance Committee.
Stockholder Obligations to Vote for Director Nominees – For so long as either the MD stockholders or the SLP stockholders have the right to nominate a Group I director or Group I directors under the applicable Sponsor Stockholders Agreement, each of Dell Technologies, the MD stockholders and the SLP stockholders are obligated to nominate such Group I director or Group I directors for election as part of the slate of directors that is included in Dell Technologies’ proxy statement and to provide the highest level of support for the election of such nominees as any of the foregoing provides to any other individual standing for election as a director. Each of the MD stockholders and the SLP stockholders also are obligated to vote in favor of each Group I director nominated by the MD stockholders or the SLP stockholders in accordance with the MD Stockholders Agreement or the SLP Stockholders Agreement, as applicable, unless the SLP stockholders elect to terminate such arrangements under the SLP Stockholders Agreement. Further, under the Sponsor Stockholders Agreements, none of the MD stockholders or the SLP stockholders may nominate or support any person who is not nominated by the MD stockholders or the SLP stockholders or the then-incumbent directors of Dell Technologies.
Dell Technologies / 2024 Proxy Statement / 14
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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Summary of Board and Governance Changes in Response to Stockholder Feedback and Additional Actions
In Fiscal 2024, our Board continued to strengthen our governance profile, by:
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establishing the Lead Independent Director role; |
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electing, through its independent directors, Mrs. Kullman, an independent, diverse, Group IV director, as Lead Independent Director; |
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reconstituting the membership of the Nominating and Governance Committee to consist entirely of independent directors; |
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appointing independent director Steve Mollenkopf to the Board; |
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establishing a standalone Compensation Committee composed entirely of independent directors; and |
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increasing the percentage of independent directors on the Board to 75%, following the addition of Mr. Mollenkopf and the departure of Simon Patterson, a non-independent director. |
Information on progress and enhancements related to our ESG initiatives and reporting can be found in our ESG Report and on our ESG & Impact webpage.
Board Evaluation – The Board conducts an annual self-evaluation, led by the Lead Independent Director. The Lead Independent Director and Nominating and Governance Committee review the results of the evaluation with the Board and identify ways to enhance Board processes, performance and effectiveness.
Director Time Commitments – Each director must be willing and able to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively. While the Board acknowledges the value of having directors with significant experience in other businesses and activities, it also understands that effective service requires a substantial commitment. Generally, a non-employee director should not simultaneously serve on more than six public company boards, including the Dell Technologies Board. The nature and extent of a director’s activities will be taken into account in determining the appropriateness of the director’s continued service on the Board.
Each director is required to notify the Chairman prior to accepting a directorship or other position of responsibility with another company and prior to or promptly following a significant change in personal circumstances (including a change in employment or principal job responsibilities). The Board will review and evaluate such circumstances and will determine whether the director’s continued service on the Board would be appropriate under those circumstances.
Each of Dell Technologies’ directors are currently in compliance with the foregoing policy.
Management Development and Succession Planning – The Board reviews and maintains a succession plan for Michael Dell, our CEO. The Nominating and Governance Committee evaluates potential successors to our CEO, including in the event of an emergency, and periodically reviews with our CEO and the Board recommendations regarding such potential successors. In addition, on an annual basis, our Chief Human Resources Officer presents to the Board a report on succession planning for senior management and a report on management development.
Corporate Governance Principles and Codes of Conduct – The Board is committed to achieving business success and increasing long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board has adopted the Dell Technologies Corporate Governance Principles, which reflect a set of core values that provide the foundation for our governance and management systems and our interactions with our stakeholders, and provide an effective corporate governance framework for the Company. In addition, the Board continues to evaluate Dell Technologies’ corporate governance policies and practices to ensure they are consistent with the Company’s focus on long-term value creation for stockholders. In connection with this effort, in recent years, the Board approved the constitution of a majority independent Board and provided for the Group IV director’s annual election solely by the holders of the Class C common stock. In Fiscal 2024, we continued to incorporate enhancements to our governance, which we describe in “Summary of Board and Governance Changes in Response to Stockholder Feedback and Additional Actions.”
Dell Technologies also maintains a Code of Conduct that applies to all of our directors, officers, and employees, as well as a Code of Ethics for Senior Financial Officers, an Accounting Code of Conduct, an ethics and compliance program, and a comprehensive internal audit program which conducts audits in accordance with the International Standards for the Professional Practice of Internal Auditing.
Copies of the Corporate Governance Principles, Code of Conduct and Code of Ethics for Senior Financial Officers can be found on our website at http://investors.delltechnologies.com under the Governance & Leadership – Governance Documents section.
Dell Technologies / 2024 Proxy Statement / 16
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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Controlled Company Status – Dell Technologies’ Class C common stock is listed on the NYSE under the trading symbol “DELL.” As a result, Dell Technologies is subject to governance requirements under NYSE rules.
Dell Technologies is a “controlled company” under NYSE corporate governance standards. The NYSE rules 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. Dell Technologies is a controlled company on the basis of Mr. Dell’s beneficial ownership of shares of our Class A common stock and Class C 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.
As a controlled company, Dell Technologies qualifies for exemptions from, and is entitled to elect not to comply with, certain corporate governance requirements under NYSE rules, including the requirement to have a board that is composed of a majority of independent directors and a compensation committee and a nominating/corporate governance committee that are each composed entirely of independent directors, in each case as director independence is defined under NYSE rules. 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 further below.
Notwithstanding its eligibility for the exemption from these requirements, the Dell Technologies Board currently has a majority of independent directors and a Compensation Committee and a Nominating and Governance Committee composed entirely of independent directors.
If Dell Technologies ceases to be a controlled company and the Class C common stock continues to be listed on the NYSE, Dell Technologies will be required to comply with NYSE’s director independence requirements relating to the board of directors, a compensation committee and a nominating/corporate governance committee by the date its status changes or within specified transition periods.
Board Leadership – The Dell Technologies bylaws provide that the Board will elect a Chairman to preside at all meetings of the Board at which he is present and to exercise such other responsibilities as the Board may prescribe from time to time. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Dell. Our Corporate Governance Principles provide that the Board’s independent directors will elect a Lead Independent Director for a term of service of one year. The Board’s independent directors have elected Mrs. Kullman to serve as the Company’s Lead Independent Director.
The Board has determined that its current structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director, together with the exercise of key oversight responsibilities by our independent directors, is in the best interests of Dell Technologies and our stockholders. The Board believes that maintaining combined 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 therefore able to effectively elevate the most critical business issues for consideration by the Board’s independent directors and is best positioned to oversee the execution of strategy across each of the Company’s businesses to optimize long-term stockholder value creation. The Lead Independent Director is given broad authority, as described below, to lead oversight of management by our independent directors.
Director Independence – The Board has affirmatively determined that Messrs. Dorman, Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting six of our eight directors, are independent under NYSE rules and the standards for director independence established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. Mrs. Kullman currently serves as the Lead Independent Director. NYSE rules provide that, in order to determine that a director is independent, the Board 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 NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation.
Dell Technologies / 2024 Proxy Statement / 17
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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Compensation Committee
Effective September 29, 2023, the Board established a Compensation Committee composed entirely of independent directors. Ms. Vojvodich Radakovich (Chair) and Mr. Mollenkopf serve as members of the Compensation Committee. Prior to September 29, 2023, the Nominating and Governance Committee acted as the Company’s compensation committee of the Board.
The Compensation Committee’s primary responsibilities include, among other matters:
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approving the compensation policy for our executive officers and non-employee directors, and such other managers as may be directed by the Board; |
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approving the forms of compensation to be provided to each executive officer and non-employee director; |
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approving recommendations with respect to compensation guidelines for all other employees; |
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evaluating the need for, and provisions of, employment contracts or severance arrangements for our executive officers; |
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reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluating compensation policies and practices that could mitigate any such risk; |
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acting as administrator of our equity-based and other compensation plans; |
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reviewing and discussing with our management the Compensation Discussion and Analysis disclosure required to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K to be filed with the SEC and, based on such review and discussion, determining whether to recommend to the Board that the Compensation Discussion and Analysis disclosure be included in such filing; and |
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preparing the Compensation Committee Report required by SEC rules to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K. |
The Compensation Committee has the authority to delegate any of its responsibilities under its charter, along with the authority to take action in relation to such responsibilities, to subcommittees consisting of one or more members of the committee, as the committee may deem appropriate.
In addition, the Compensation Committee may delegate to one or more of our executive officers the authority to make grants of equity-based compensation to eligible individuals who are not directors or executive officers and to administer our equity-based compensation plans, in each case subject to compliance with applicable law, NYSE rules and the terms of any applicable compensation plan. The Compensation Committee may revoke any delegation of authority at any time. Any executive officer to whom the Compensation Committee may delegate authority to make grants of equity-based compensation is required to report regularly to the committee with respect to any grants made. The Compensation Committee has delegated to our Chief Human Resources Officer the authority to offer awards under our equity incentive plan to eligible employees who are not directors or executive officers.
For a discussion of the process by which the Nominating and Governance Committee, prior to September 29, 2023, and the Compensation Committee, beginning on September 29, 2023, evaluated and determined executive officer compensation for Fiscal 2024, including the role of executive officers in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis.”
Use of Compensation Consultant – During Fiscal 2024, our management retained the services of Mercer (US) Inc., or Mercer, an external compensation consultant. Mercer provided advice to management on the design of compensation programs for our directors, executive officers and other employees for Fiscal 2024, including equity-based compensation programs. The total fees paid to Mercer for these services were $0.3 million.
During Fiscal 2024, our management also retained other business units of Mercer and affiliates of Mercer to provide additional services to the Company, including human resources services, services relating to employee benefit plans and insurance services. The total fees paid to Mercer and its affiliates with respect to services provided during Fiscal 2024 (excluding services provided as compensation consultant as discussed above) were $23.3 million.
The Company has determined that the work of Mercer and its affiliates on matters other than executive compensation did not raise any conflict of interest with Mercer’s services as compensation consultant, taking into account, among other factors, Mercer’s policies and procedures relating to the prevention of conflicts of interest and the use of separate teams for compensation consulting services and other services provided by Mercer and its affiliates.
Dell Technologies / 2024 Proxy Statement / 20
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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Nominating and Governance Committee
From the beginning of Fiscal 2024 through May 8, 2023, Mr. Dell (Chair), Mr. Dorman and Mr. Durban served on the Nominating and Governance Committee. Effective May 8, 2023, the Board approved the reconstitution of the membership of the Nominating and Governance Committee so that the committee is composed entirely of independent directors. In connection with the change in membership, Mr. Dell and Mr. Durban resigned from their positions on the Nominating and Governance Committee, and the Board appointed Mrs. Kullman to serve as a member and as chair of the committee. Mr. Dorman continues his service on this committee.
The Nominating and Governance Committee’s primary responsibilities include, among other matters:
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identifying and evaluating potential candidates to be considered for appointment or election to the Board; |
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making recommendations to the Board regarding the selection and approval by the Board of nominees to be submitted for election by a stockholder vote; |
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monitoring and reviewing any issues regarding the independence of our non-employee directors or involving potential conflicts of interest affecting any such directors; |
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evaluating potential successors to the CEO, including in the event of an emergency, and reviewing periodically with the CEO and with the Board recommendations regarding such potential successors; |
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reviewing the Board committee structure and composition and making recommendations annually to the Board regarding the appointment of directors to serve as members of each committee; |
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reviewing our Corporate Governance Principles periodically and recommending any changes to such principles to the Board; and |
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periodically reviewing and approving changes to our Code of Conduct and other policies with respect to legal compliance, conflicts of interest and ethical conduct. |
Compensation Committee Interlocks and Insider Participation – Effective September 29, 2023, the Board established the Compensation Committee composed entirely of independent directors, consisting of Ms. Vojvodich Radakovich and Mr. Mollenkopf. Prior to September 29, 2023, the Nominating and Governance Committee acted as the Company’s compensation committee. During Fiscal 2024 through May 8, 2023, the members of the Nominating and Governance Committee were Mr. Dell (Chair), Mr. Dorman and Mr. Durban. Mr. Dell is our Chief Executive Officer. Following the reconstitution of the Nominating and Governance Committee effective May 8, 2023, the members of the committee were Mrs. Kullman (Chair) and Mr. Dorman. During Fiscal 2024, 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, the Compensation Committee or the Nominating and Governance Committee. For information concerning transactions among each of Messrs. Dell and Durban and their related persons, on the one hand, and Dell Technologies and its subsidiaries, on the other hand, see “Transactions With Related Persons.”
Board and Committee Oversight of Risk Management – The Company believes that effectively assessing and managing risk is central to the design and execution of our business strategy and creation of long-term value. The Board, directly and through its standing committees, provides oversight of the Company’s risk management processes. The Board focuses on understanding the most significant risks to the business, evaluating strategies to mitigate those risks, and facilitating communication on risk topics between management and our directors.
While the Board as a whole is responsible for risk oversight, our Company’s management is responsible for designing processes and procedures to identify, assess and manage risk on a day-to-day basis. Management has implemented an enterprise risk management, or ERM, program, managed by the Company’s internal audit function and supported by management risk committees, that is designed to work across the business to identify, assess, govern and manage the Company’s strategic, operational, financial, and compliance risks. Although the Company continually assesses its risk environment, the internal audit function performs an annual risk assessment that is informed by risk data collection, an analysis of industry trends, consideration of insights of third-party risk reporting companies, peer benchmarking, and interviews with senior leaders and Company experts. The annual assessment considers whether risks constitute short-, medium-, and long-term threats to our enterprise and provides for prioritization, in part, based on the timeframe of such risks. Our ERM program is assessed externally on a periodic basis for best practices and maturity of the program.
The Chief Audit Executive presents the results of the annual risk assessment to the Board and reviews with the Board the key risks identified by the ERM program. The Board meets quarterly with the Chief Executive Officer, the General Counsel, the Chief Financial Officer, and the Chief Operating Officer to review business and financial performance as well as to consider existing and emerging risks relevant to each business function and other corporate activities. The Board receives updates from management on risk topics at the Board’s regularly scheduled meetings and at other times as needed.
Dell Technologies / 2024 Proxy Statement / 21
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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The Board considers the views of third-party advisors and experts, directly and indirectly through its standing committees and reports by management committees, in evaluating current risks and anticipating new risks to our business. These advisors and experts offer perspectives on best practices, industry trends, and future and emerging risks trends relevant to proactive risk management.
The Board is assisted by its standing committees to address risks in their respective areas of oversight and expertise.
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The Audit Committee exercises responsibility for the oversight of risk policies and processes relating to Dell Technologies’ financial statements and financial reporting processes. The Audit Committee is also responsible for oversight of particular risks, such as major information technology risk exposures (including cybersecurity risk exposures) and financial risk exposures. The Audit Committee reviews and discusses significant risks and exposures to Dell Technologies, and the steps management has taken or plans to take to manage these risks, with management and our independent registered public accounting firm. In exercising this oversight, the Audit Committee receives or participates in: |
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quarterly updates by the Chief Audit Executive regarding key risks, audit status, and other issues or concerns as well as the results of the annual ERM program review; |
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quarterly updates by the Chief Security Officer or other senior security executives regarding cybersecurity and other data security risks; |
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compliance updates regarding key ethics and compliance issues from the Chief Compliance Officer, who reports to the General Counsel; and |
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meetings in executive session with each of the Chief Financial Officer, the Chief Accounting Officer, the Chief Audit Executive, the Chief Compliance Officer, and Dell Technologies’ independent registered public accounting firm. |
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The Compensation Committee oversees management of risks associated with executive compensation programs, policies and practices, and evaluates the effect that such compensation arrangements may have on risk decisions. |
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The Nominating and Governance Committee monitors the risks associated with CEO succession planning and development, composition of the Board, and policies and management systems relating to environmental, social, and governance matters. |
Each of the committee chairs reports to the full Board at its regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.
Meetings and Attendance – In Fiscal 2024, the full Board met four times, the Audit Committee met eight times, the Compensation Committee, which was established on September 29, 2023, met once and the Nominating and Governance Committee met three times.
In Fiscal 2024, each member of the Board attended at least 75% of the total number of meetings of the Board and each 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 encourages, but does not require, directors to attend annual meetings of stockholders when practicable. All eight directors then serving on the Board attended last year’s annual meeting held on June 20, 2023.
Communications With Directors – Any interested person (whether or not a Dell Technologies stockholder) may send communications to the Board 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 such a communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Governance & Leadership – Contact the Board section.
In addition, any person who has a concern about 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 Governance & Leadership section. These communications will be forwarded to the appropriate directors for their review in accordance with our guidelines and also will be reviewed and addressed by the Global Ethics and Compliance office.
The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board 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. Our Code of Conduct prohibits retaliation against any person who reports suspected misconduct or assists with an investigation or audit in good faith.
Dell Technologies / 2024 Proxy Statement / 22
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Proposal 4 – Shareholder Proposal Requiring That Dell Technologies Inc.’s Website List Any Recipient of Material Donations From Dell Technologies Inc. |
The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Washington, DC 20036, has notified Dell Technologies that it intends to present the following shareholder proposal at the annual meeting. Ownership information is available upon request to the Dell Technologies Inc. Corporate Secretary.
Proponent’s Statement
Supporting Statement: Dell is a technology company that designs, manufactures and sells computer hardware and software products. As such, shareholders invest in Dell because of its value as a leading technology company, and the Board’s fiduciary duty requires it to create value for shareholders by serving that fundamental purpose.
Dell has partnerships with a number of organizations that promote the practice of gender transition surgeries on minors and evangelize gender theory to minors. Why are Dell shareholders funding the efforts to spread an ideology seeking to mutilate the reproductive organs of children before they finish puberty?
Proponents of gender theory claim that children are sexually mature enough to make permanent decisions such as taking puberty blockers and undergoing gender transition surgeries. However, most people (which includes Dell shareholders) understand that children are not sexual beings and that there is a reason why minors cannot consent to sexual activity.1
This contentious and vast disagreement between radical gender theory activists and the general public has nothing to do with Dell making and selling computer products. Yet, Dell is partnered with the Human Rights Campaign (HRC),2 GenderCool Project3 and Texas Competes4 - all of which are intent on spreading such ideas to minors and which celebrate the genital mutilation of minors.
The burden of proof is on the Board to explain why this particularly divisive and unordinary use of shareholder resources is deemed to be congruent with its fiduciary duty.
As a Delaware business corporation, Dell is required to first serve the interests of its shareholders.5 However, the child gender transition agenda pushed by HRC,6 GenderCool7 and Texas Competes8 is unrelated to the Company’s fiduciary duty.
Recent events have made clear that company bottom-lines, and therefore value to shareholders, drop when companies engage in overtly political and divisive partnerships. Following Bud Light’s embrace of partisanship, its revenue fell $395 million in North America compared to a year prior.9 This amounts to roughly 10 percent of its revenue in the months following its leap into contentious politics.10 Target’s market cap fell over $15 billion amid backlash for similar actions.11 And Disney stock fell 44 percent in 2022 - its worst performance in nearly 50 years - amid its decision to put extreme partisan agendas ahead of parents’ rights.12
Considering that Dell is partnered with numerous radical organizations that advance the very agenda that so disastrously affected Disney, Target and Bud Light, such partnerships pose a clear risk to Dell shareholders as well.
Resolved: The Proponent requests that the Board of Directors list on the Company website any recipient of material donations from the Company, excluding employee matching gifts. Optimally, this list would include all recipients of $5,000 or more, or would include an explanation of why such donations are not material to the company but still appropriate for the company to undertake.
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https://www.foxnews.com/politics/americans-oppose-transgender-surgeries-anti-puberty-blockers-for-minors-poll |
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https://www.hrc.org/about/corporate-partners |
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https://gendercool.org/partners-and-supporters/ |
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https://www.texascompetes.net/roster |
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https://law.iustia.com/cases/delaware/court-of-chancery/2012/ca-7164-vcn-0.html, et al. |
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https://www.hrc.org/resources/transgender-children-and-youth-understanding-the-basics; https://www.hrc.org/resources/supporting-caring-for-transgender-children |
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https://gendercool.org/our-story/; https://gendercool.org/what-we-do/; https://gendercool.org/what-we-offer/ |
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https://www.texascompetes.net/news/blog/texas-competes-statement-on-govemment-intrusion-into-family-healthcare |
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https://www.cnn.com/2023/08/03/business/anheuser-busch-revenue-bud-light-intl-hnk/index.html; |
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https://www.theguardian.com/business/2023/aug/03/bud-light-revenue-sales-anheuser-busch |
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https://www.foxbusiness.com/media/target-market-cap-losses-hit-15-7-billion-share-near-52-week-low-amid-woke-backlash |
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https://www.washingtonexaminer.com/policy/economy/disney-has-lost-50-billion-in-value-since-war-with-florida-began; https://www.hollywoodreporter.com/business/business-news/disney-stock-2022-1235289239/; https://markets.businessinsider.com/news/stocks/disney-stock-price-decline-bob-iger-pandemic-inflation-recession-streaming-2022-12 |
Dell Technologies / 2024 Proxy Statement / 28
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Proposal 5 – Shareholder Proposal Seeking a Report to Shareholders on the Effectiveness of Dell Technologies Inc.’s Diversity, Equity, and Inclusion Efforts |
As You Sow, on behalf of Molly H. Reno Rollover IRA, Laird Norton Family Foundation and Minnesota Valley National Wildlife Refuge Trust, 2020 Milvia Street, Suite 500, Berkeley, CA, 94704, has notified Dell Technologies that it intends to present the following shareholder proposal at the annual meeting. Ownership information is available upon request to the Dell Technologies Inc. Corporate Secretary.
Proponent’s Statement
RESOLVED: Shareholders request that Dell Technologies Inc. (Dell) report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information, and provide transparency on outcomes, using quantitative metrics for workforce diversity, hiring, promotion, and retention of employees, including data by gender, race, and ethnicity.
SUPPORTING STATEMENT: Quantitative data is sought so that investors can assess and compare the effectiveness of companies’ diversity, equity, and inclusion programs.
It is advised that this content be provided through Dell’s existing sustainability reporting infrastructure. An independent report specific to this topic is not requested.
WHEREAS: More than half of the S&P 500 and over one-third of the Russell 1000 have released, or have
committed to release, their consolidated EEO-1 forms, a best practice in diversity data reporting. Companies that release, or have committed to release, more inclusion data than Dell include: Salesforce, Microsoft, Texas Instruments, and Raytheon Technologies.
As You Sow and Whistle Stop Capital released research in November 2023 that reviewed the EEO-l reports of 1,641 companies against financial performance metrics from 2016-2021.1 With the information technology sector, statistically significant positive correlations were found between increased manager diversity and free cash flow per share, income after tax, income after tax growth over five years, net profit margin, return on equity, and return on invested capital.
As of the date of the filing of this proposal, Dell had not yet released its consolidated EEO-1 form, nor had it shared sufficient hiring, retention, or promotion data to allow investors to determine the effectiveness of its diversity and inclusion programs.
As detailed below, inclusion indicators are also important in assessing Dell’s workplace equity efforts, and if the Company will be able to successfully build, utilize, and maintain a diverse management team.
Hiring: Studies conducted by economists at the University of Chicago and UC Berkeley found that “discriminating companies tend to be less profitable,” stating “it is costly for firms to discriminate against productive workers.”2
Promotion: Without equitable promotional practices, companies will be unable to build the necessary employee pipelines for diverse management. Women and employees of color experience “a broken rung” in their careers; for every 100 men who are promoted, only 87 women are. Whereas women of color comprise 18 percent of the entry-level workforce and only 6 percent of executives.3
Retention: Retention rates indicate if employees believe a Company represents their best opportunity. Morgan Stanley has found that employee retention above industry average can indicate a competitive advantage and higher levels of future profitability.4
Investors have reason to be concerned given allegations of race and gender-based wage discrimination that resulted in a $7 million settlement cost to Dell.5
1 |
https://www.asyousow.org/report-page/2023-positive-relationships-linking-workforce-diversity-and-financial-performance |
2 |
https://www.nytimes.com/2021/07/29/business/economy/hiring-racial-discrimination.html |
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https://www.mckinsey.com/featured-insights/diversity-and-inclusion/women-in-the-workplace |
4 |
https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf. p. 2 |
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https://www.statesman.com/story/news/local/flash-briefing/2019/09/30/dell-to-pay-7-million-to-settle-discrimination-case/2646704007/ |
Dell Technologies / 2024 Proxy Statement / 30
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Summary Information |
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Environmental, Social and Governance (ESG) |
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Proposal 1 |
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Proposal 2 |
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Proposal 3 |
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Proposal 4 |
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Proposal 5 |
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Equity Compensation Plan Information |
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Compensation Committee Report |
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Board of Directors’ Statement in Opposition
After careful consideration, the Board of Directors unanimously recommends that you vote “AGAINST” this proposal for the following reasons:
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Our existing disclosures, coupled with our commitment to additional reporting, provide stockholders with information that is duplicative with the requested report; |
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Dell Technologies maintains a strong commitment to cultivating inclusion, one of the pillars of our ESG strategy, in our hiring and promotion practices and at all levels of our organization; and |
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We believe diversity is central to our mission to create technologies that drive human progress, and our strategy and disclosure surrounding our diversity and inclusion efforts are overseen at the highest level by our Board and a dedicated management committee. |
As such, the Board believes that the report would be an inefficient use of resources without providing a commensurate benefit to investors and, as a result, is not in the best interest of Dell Technologies’ stockholders.
As stated on our website and in our ESG Report, Dell Technologies values diversity and inclusion in everything it does for its employees, customers and communities. We believe that cultivating inclusion benefits the company and its shareholders as well as the broader community and, therefore, we view diversity and inclusion as a business imperative. We provide clear disclosure of the programs in place to support our commitment to attracting, building, developing and retaining a diverse workforce, as well as the results of these efforts through our diversity and inclusion data.
By increasing opportunities across underrepresented sectors of the community, Dell Technologies hopes to develop a pipeline of professionals who are the best in their field, regardless of their backgrounds. Dell Technologies is proud to report that as of fiscal 2024, 35% of its global workforce self-identified as women and 29% of its global people leaders self-identified as women. In the U.S., 16% of its workforce self-identified as Black/African American or Hispanic/Latino, while 13% of people leaders in its U.S. workforce self-identified as Black/African American or Hispanic/Latino. Additional information regarding the diversity of our broader workforce can be found in our ESG Report and on our website. Beginning this year, Dell Technologies has also committed to disclose its consolidated EEO-1 report, which provides a breakdown of the gender, racial and ethnic composition of its US workforce by EEO-1 job category.
Dell Technologies also continues to innovate, not only in its business, but in its hiring and retention practices. The company strives to improve its inclusion efforts and has published concrete goals to measure its success. As reported in the most recent ESG Report, by 2030, Dell Technologies’ goal is that 50% of its global workforce and 40% of its global people leaders will be those who self-identify as women and 25% of its U.S. workforce and 15% of its U.S. people leaders will be those who self-identify as Black/African American or Hispanic/Latino. We seek to meet these goals by investing in innovative recruiting and hiring programs intended to attract the best talent possible and address the global technology talent gap; and developing and retaining our current team members through a supportive corporate culture focused on equality of access to career advancement and upskilling programs. Information concerning the success and progress of our diversity and inclusion initiatives is included in the Dell Technologies ESG Report published on our website and updated annually.
We maintain strong oversight of our ESG strategy, which includes cultivating inclusion. Our Board of Directors oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. Our established governance bodies, including the ESG Steering Committee and ESG Interlock Team, are tasked with overseeing and executing our ESG strategy and priorities.
We have also been recognized by third parties for the success of Dell Technologies’ diversity and inclusion efforts, which has resulted in numerous awards, including:
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Fast Company’s 2023 World Changing Company of the Year |
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#10 in Forbes’ ranking of 2022 World’s Best Employers |
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#1 in Newsweek’s 2022 list of America’s Most Loved Workplaces |
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Recognition in 2024 as one of the World’s Most Ethical Companies by the Ethisphere Institute |
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Named #1 Autism Company of the Year in 2023 by Disability:IN |
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Perfect score and platinum medal awarded in 2022 by Ecovadis |
Dell Technologies / 2024 Proxy Statement / 31
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Compensation Discussion and Analysis |
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Compensation of Executive Officers |
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Mrs. Kullman (Chair) and Mr. Dorman. For additional information, see “Proposal 1 – Election of Directors – Corporate Governance.” References in this Compensation Discussion and Analysis to the “Committee” refer to the Nominating and Governance Committee for periods prior to September 29, 2023 and to the Compensation Committee thereafter.
Executive Compensation Determinations – For Fiscal 2024, the Committee recommended and the Board approved Mr. Dell’s salary. The Committee approved cash compensation for our other named executive officers. The Committee recommended and the Board approved equity grants for our non-CEO NEOs until the establishment of the Compensation Committee effective September 29, 2023, after which date equity grants are approved by the Compensation Committee. Following its establishment, the Compensation Committee generally approves compensation for all our named executive officers, including Mr. Dell.
Compensation Consultants – The Committee did not engage any compensation consultant to advise on executive officer compensation matters for Fiscal 2024. In making executive pay decisions for Fiscal 2024, the Committee relied on the general knowledge and experience of its members, as well as peer group data, analysis and recommendations presented by management and developed in consultation with Mercer, the external compensation consultant engaged by management. For information about management’s use of a compensation consultant, see “Proposal 1 – Election of Directors – Corporate Governance – Compensation Committee – Use of Compensation Consultant.” Effective March 4, 2024, the Committee appointed Pay Governance LLC as its independent compensation consultant.
Process for Evaluating and Determining Executive Officer Compensation – Dell Technologies conducts a thorough evaluation of the performance of each named executive officer and each other executive officer annually and then makes a determination regarding such officer’s compensation for the current fiscal year.
Dell Technologies measures each named executive officer’s performance against an annual performance plan that is established at the beginning of the fiscal year, with key performance indicators tied to achieving a holistic set of strategic and operational goals. The annual performance plan includes the factors discussed below.
For Fiscal 2024, after input from management, including the CEO or the Chief Operating Officer, and the human resources department, the Committee approved cash incentive payments for each executive officer. When making individual compensation decisions for an executive officer, the Committee considered a variety of factors, including:
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the annual performance of Dell Technologies and the executive officer’s business unit, if applicable; |
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the executive officer’s performance, experience and ability to contribute to Dell Technologies’ long-term strategic goals, including modernizing our core offerings, pursuing key growth opportunities, and making contributions towards our ESG goals; |
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the executive officer’s historical compensation; |
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internal pay equity; and |
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retention considerations. |
Consideration of Annual Say-On-Pay Results – At our annual meeting of stockholders in 2023, the Fiscal 2023 compensation for our named executive officers as disclosed in our proxy statement for that annual meeting received approximately 99% support in our Say-on-Pay advisory vote. Notwithstanding this strong level of support, the Committee continues to discuss our executive compensation program with stockholders and reviews the program for potential areas of enhancement.
Compensation Risk Oversight – Dell Technologies undertakes an annual review of the Company’s material compensation processes, policies and programs for all employees across the following categories: compensation mix; short-term and long-term incentive plan design; performance measures; relationship between performance and payouts; recoupment policies; ownership requirements and severance or change in control policies under the executive compensation program; and oversight. Based on the annual review, the Company determined that those processes, policies and programs do not encourage unnecessary or excessive risk-taking, manipulation of financial measures to impact personal financial rewards, or behavior that focuses on short-term results at the expense of long-term value creation. The Company’s analysis and determination was presented for review by and discussion with the Committee.
Individual Compensation Components
Base Salary
We use base salary to attract and retain talented executive officers needed to manage the business. Base salaries for each named executive officer are determined annually by the Committee. The base salaries of our executive officers other than Mr. Dell vary based on each executive officer’s level of responsibility, performance, experience and historical compensation, as well as retention and internal equity considerations.
Dell Technologies / 2024 Proxy Statement / 37
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Compensation Discussion and Analysis |
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Compensation of Executive Officers |
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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The activities prohibited by the policy include (1) hedging and monetization transactions that would permit any such person to continue to own the securities without the full risks and rewards of ownership, (2) transactions in put options, call options or other derivative securities on an exchange or in any other organized market and (3) the holding of the securities in a margin account or other pledging of the securities as collateral for a loan. The policy prohibits hedging and monetization transactions without regard to the means by which they are accomplished, whether through the use of financial instruments such as prepaid variable forwards, equity swaps, collars or exchange funds or otherwise, including short sales, option positions and pledges arising from certain types of hedging transactions.
The foregoing provisions of the securities trading policy apply to transactions in all securities, including equity securities, issued by Dell Technologies or SecureWorks Corp., the Company’s public majority-owned subsidiary, that are held by any person covered by the policy. Equity securities subject to the policy include awards granted under equity compensation plans, as well as derivative securities that are not issued by the foregoing entities, such as exchange-traded put or call options or swaps relating to those entities’ securities.
The administrator of the policy has the discretion, on a case-by-case basis and in appropriate circumstances, to waive or modify the restrictions and prohibitions on the hedging and other transactions described above.
Recoupment of Compensation
If Dell Technologies restates its reported financial results, the Board of Directors will review the bonus and other cash or equity awards made to the executive officers, including the named executive officers, based on financial results during the period subject to the restatement and, to the extent practicable under applicable law or as required by the Company’s recoupment policy described below, Dell Technologies will seek to recover or cancel any of these awards that were awarded as a result of achieving performance targets that would not have been met under the restated financial results.
In Fiscal 2024, the Company adopted an executive compensation recoupment or “clawback” policy in compliance with an NYSE listing standard that was adopted in 2023 in accordance with Exchange Act Rule 10D-1. Under its policy, which the Company has filed as an exhibit to its Annual Report on Form 10-K, if the Company is required to prepare an accounting restatement, it must recover from any current or former executive officer incentive-based compensation that was erroneously awarded during the three years before the date on which the restatement was required. The recoverable amount would be calculated as the amount of incentive-based compensation received in excess of the amount that otherwise would have been received if such compensation had been determined based on the restated financial measure. The Company’s recoupment obligation is subject to limited impracticability exceptions authorized under the NYSE standard.
Employment Agreements; Severance and Change-in-Control Arrangements
Employment Agreement With Michael S. Dell
Mr. Dell’s employment is subject to an employment agreement with Dell Technologies and its wholly-owned subsidiary Dell Inc. pursuant to which Mr. Dell serves as Chief Executive Officer and as Chairman of the Board of Directors of Dell Technologies. Under the employment agreement, Mr. Dell may resign for any or no reason or the Board of Directors may terminate him at any time for “cause” (as defined below). In addition, following a change in control of Dell Technologies (as defined below) or a qualified initial public offering (as defined in the agreement), the Board of Directors may terminate Mr. Dell for any or no reason.
Under the employment agreement, Mr. Dell is entitled to an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase, but not decrease. Further, as discussed under “– Individual Compensation Components – Other Compensation Components – Benefits and Perquisites,” Dell Technologies reimburses Mr. Dell for financial counseling and tax preparation up to $12,500 per year, an annual physical (for himself and his spouse) up to $5,000 per person and all business travel and business expenses reasonably incurred by Mr. Dell. Dell Technologies also provides Mr. Dell and his family with business-related security protection.
Dell Technologies / 2024 Proxy Statement / 46
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Compensation of Executive Officers |
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Stock Vested
The following table sets forth information about vesting of restricted stock units during Fiscal 2024 for each of the named executive officers on an aggregate basis.
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Stock awards |
Name |
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Number of shares acquired on vesting (#) |
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Value realized on vesting ($)(1) |
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Michael S. Dell |
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— |
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— |
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Yvonne McGill |
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115,400 |
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5,049,934 |
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Jeffrey W. Clarke |
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741,857 |
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29,290,059 |
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Richard J. Rothberg |
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374,324 |
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14,915,829 |
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William F. Scannell |
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526,720 |
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21,211,665 |
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Thomas W. Sweet |
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460,761 |
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17,301,576 |
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Anthony Charles Whitten |
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212,131 |
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11,438,063 |
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(1) |
Represents the closing price of our Class C common stock as reported on the NYSE on the trading date immediately preceding the vesting date, multiplied by the number of shares of stock vesting on the applicable vesting date. |
Stock Incentive Plan
Equity awards issued prior to June 20, 2023 were granted under the Dell Technologies Inc. 2013 Stock Incentive Plan (as amended and restated as of July 9, 2019), which we refer to as the 2013 SIP, and are subject to the terms thereof. Equity awards issued on or after June 20, 2023 have been or will be granted under the Dell Technologies Inc. 2023 Stock Incentive Plan, which we refer to as the Stock Incentive Plan.
The purpose of the Stock Incentive Plan is to aid Dell Technologies in recruiting and retaining employees, directors and other service providers of outstanding ability and to motivate these persons to exert their best efforts on behalf of the Company by providing incentives through the granting of stock-based awards with respect to shares of Class C common stock and the granting of cash-denominated awards.
The Stock Incentive Plan authorizes the issuance of an aggregate of up to approximately 103.3 million shares of the Company’s Class C common stock, including (a) 50.0 million shares that were authorized for offering and issuance under the Stock Incentive Plan, (b) approximately 7.0 million shares that remained available for issuance under the 2013 SIP as of the effective date of the Stock Incentive Plan, and (c) up to approximately 46.3 million shares subject to awards outstanding under the 2013 SIP as of the effective date of the Stock Incentive Plan that subsequently expire or terminate prior to exercise or settlement. As of February 2, 2024, there were approximately 58 million shares of Class C common stock available for future grants under the Stock Incentive Plan.
Employees, consultants, non-employee directors, and other service providers of the Company and its affiliates approved by the Committee are eligible to receive stock awards under the Stock Incentive Plan, subject to certain limits provided by law with respect to the granting of incentive stock options. The Committee has the full authority to determine who will be granted awards under the Stock Incentive Plan.
The Stock Incentive Plan provides for the grant of any of the following types of stock awards (or any combination thereof): options to purchase shares (incentive or nonqualified); stock appreciation rights to acquire shares; or other stock-based awards providing for the delivery of shares. Other stock-based awards the Company may grant include restricted stock, restricted stock units, deferred stock units and dividend equivalent rights.
Shares of Class C common stock acquired pursuant to awards granted under the Stock Incentive Plan are subject to transfer restrictions set forth in the Stock Incentive Plan.
If Dell Technologies undergoes a change in control, as defined in the Stock Incentive Plan, the Committee, at its discretion, may accelerate the vesting or cause any restrictions to lapse with respect to outstanding awards, may cancel such awards for fair value, or may provide for the issuance of substitute awards.
Subject to certain limitations specified in the Stock Incentive Plan, the Board of Directors may amend or terminate the Stock Incentive Plan. Unless earlier terminated, the Stock Incentive Plan will terminate ten years following its effective date, but any
Dell Technologies / 2024 Proxy Statement / 56
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Transactions With Michael S. Dell and Other Related Persons
Under long-standing Dell Technologies policy, Mr. Dell is required to fly on non-commercial aircraft when traveling. Mr. Dell owns a private aircraft through a wholly-owned limited liability company. In connection with Mr. Dell’s air travel for Company-related business, Dell Technologies leases a plane from the limited liability company and engages an unaffiliated third-party flight services company to act as its agent in operating the aircraft, providing flight personnel and performing other services. Dell Technologies pays fees attributable to Mr. Dell’s Company-related business travel on his aircraft to the flight services company and the limited liability company that owns the aircraft. Mr. Dell also owns, through a limited liability company owned with his spouse, a fractional ownership interest in other aircraft he uses for business travel. The cost of any Company-related business travel on such aircraft is paid for by the Company. During Fiscal 2024, Dell Technologies incurred approximately $2.1 million for Mr. Dell’s Company-related business travel through these arrangements, of which approximately $1.6 million was attributable to the third-party flight services company, approximately $0.5 million was attributable to the foregoing limited liability companies through which Mr. Dell has an ownership interest in the aircraft, and approximately $32,423 was attributable to costs associated with personal travel by Mr. Dell’s guests who accompanied him during his business travel.
Mr. Dell reimburses Dell Technologies for costs related to his or his family’s personal security protection and any security services provided to the Michael & Susan Dell Foundation. Reimbursements for this purpose in Fiscal 2024 totaled approximately $2.1 million.
Entities affiliated with DFO Management LLC, previously known as MSD Capital, L.P., the investment firm that exclusively manages the capital of Mr. Dell and his family, including portfolio companies of MSD Capital, L.P. or its affiliates, the Michael & Susan Dell Foundation and other entities affiliated with Mr. Dell, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. These transactions totaled approximately $4.1 million for products and services in Fiscal 2024.
In August 2022, we entered into a three-year sponsorship arrangement with the Austin Gamblers, a professional bull-riding team that is majority-owned by Egon Durban, a managing member of Silver Lake Group, L.L.C. and a director of the Company. We have committed to pay sponsorship fees over a three-year period in return for certain marketing and other rights. Payments in Fiscal 2024 under the sponsorship arrangement, which was entered into on an arms-length basis, totaled approximately $0.25 million.
Bryan McGill, the spouse of Ms. McGill, our Chief Financial Officer, is employed by us as a Senior Director, Business Development and has been an employee of the Company since 1997. Since the beginning of Fiscal 2024, Mr. McGill received total compensation, consisting of base salary, bonus, and other compensation, including the grant date fair value of an RSU award (which award vests over a period of three years), of approximately $473,000.
Transactions With VMware
VMware Spin-off. On November 1, 2021, Dell Technologies completed the spin-off of all shares of common stock of VMware, Inc. that were beneficially owned by Dell Technologies or certain of its subsidiaries, by means of a special stock dividend of the VMware, Inc. shares to Dell Technologies stockholders of record as of the dividend record date. As a result of the spin-off, the businesses of VMware were separated from the businesses of Dell Technologies. The spin-off was effectuated pursuant to a Separation and Distribution Agreement, dated as of April 14, 2021, between Dell Technologies and VMware, Inc. Mr. Dell reported that, immediately after the completion of the spin-off, he beneficially owned approximately 36.9% of the issued and outstanding shares of Class A common stock of VMware, Inc., which was the sole class of VMware, Inc. common stock outstanding after the spin-off. Mr. Dell’s ownership interest in VMware, Inc. terminated on November 22, 2023 upon the completion of Broadcom Inc.’s acquisition of VMware, Inc.
Agreements With VMware. In connection with, and upon completion of, the spin-off, Dell Technologies and VMware, Inc. entered into a Commercial Framework Agreement, or CFA. During Fiscal 2024, the CFA provided a framework under which Dell Technologies and VMware continued their commercial relationship. The CFA had an initial term of five years, with automatic one-year renewals occurring annually thereafter, subject to certain terms and conditions. During Fiscal 2024, pursuant to the CFA, Dell Technologies continued to act as a distributor of VMware’s standalone products and services and to purchase such products and services for resale to end-user customers. Dell Technologies also continued to integrate VMware’s products and services with Dell Technologies’ offerings and sell them to end users. Dell Technologies terminated the CFA during the first quarter of Fiscal 2025, pursuant to a provision of the CFA permitting early termination of the agreement upon a change in control of VMware, Inc.
Dell Technologies / 2024 Proxy Statement / 70
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Transactions With Other Principal Stockholders
Entities affiliated with Silver Lake, including portfolio companies of the SLP stockholders or their affiliates, purchase products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $7.0 million for products and services in Fiscal 2024. In addition, Dell Technologies purchases products and services from these entities in the ordinary course of business. Payments by Dell Technologies in these transactions totaled approximately $4.9 million in Fiscal 2024.
The Vanguard Group purchases products or services from Dell Technologies on standard commercial terms available to comparable unrelated customers. Payments to Dell Technologies in these transactions totaled approximately $70.7 million in Fiscal 2024.
Relationships and Transactions Under Other Stockholder Agreements and Arrangements
In December 2018, the Company entered into new stockholders agreements and amended and restated some existing stockholders agreements and other arrangements with the MD stockholders, the SLP stockholders, and the Company’s executive officers, among others, in connection with the transaction, which we refer to as the Class V transaction, that we completed on December 28, 2018. In the Class V transaction, we paid $14 billion of cash and issued 149,387,617 shares of Class C common stock in exchange for all outstanding shares of our Class V common stock.
MD Stockholders Agreement; SLP Stockholders Agreement – Effective as of December 25, 2018, Dell Technologies entered into the MD Stockholders Agreement and the SLP Stockholders Agreement described under “Proposal 1 – Election of Directors – Stockholder Arrangements.” The MD stockholders are parties to the SLP Stockholders Agreement solely with respect to the specified provisions relating to transfers of securities, certain representations, and provisions relating to certain tax matters. The Sponsor Stockholders Agreements contain provisions relating to rights, obligations and agreements of the parties as the owners of Dell Technologies common stock, including provisions relating to the composition of the Board and its committees and provisions relating to transfers of Dell Technologies securities.
Under the Sponsor Stockholders Agreements, as described under “Proposal 1 – Election of Directors – Stockholder Arrangements,” which description is incorporated by reference herein, each of the MD stockholders and the SLP stockholders have specified rights to nominate directors and to have their nominees serve on Board committees and have specified obligations to vote for director nominees.
The SLP Stockholders Agreement permits the SLP stockholders to terminate certain governance-related provisions of the agreement, including the director nomination and support obligations, in their sole discretion at any time at which they beneficially own less than 5% of the issued and outstanding shares of Class C common stock (after giving effect to the conversion of all shares of common stock owned by the SLP stockholders into Class C common stock). The MD Stockholders Agreement permits the MD stockholders to terminate the agreement if the SLP Stockholders Agreement is terminated. The MD Stockholders Agreement also provides that any termination, amendment or waiver of certain of Dell Technologies’ rights under the agreement will require the consent of each Group I director.
Under the Sponsor Stockholders Agreements, the MD stockholders and the SLP stockholders are subject to provisions that, with specific exceptions, restrict the sale or other transfer of “DTI securities,” which consist of outstanding shares of the Class A common stock, Class B common stock, Class C common stock and (if and when issued) Class D common stock, any equity or debt securities of Dell Technologies exercisable or exchangeable for, or convertible into, our common stock, or any option, warrant or other right to acquire any of our common stock or such equity or debt securities.
The Sponsor Stockholders Agreements provide for a renunciation of corporate opportunities presented to any director or officer of Dell Technologies or any of its subsidiaries who is also a director, officer, employee, managing director or other affiliate of (1) MSD Partners L.P. or its affiliates or other MSD Partners stockholders (as defined in Annex A to this proxy statement) (other than Michael Dell for so long as he is an executive officer of Dell Technologies or any specified subsidiary), under the MD Stockholders Agreement, or (2) Silver Lake Management Company III, L.L.C., Silver Lake Management Company IV, L.L.C. and their respective affiliated management companies and investment vehicles, including the SLP stockholders, under the SLP Stockholders Agreement.
Dell Technologies / 2024 Proxy Statement / 72
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Under the MD Stockholders Agreement, Dell Technologies is obligated, and required to cause specified subsidiaries, to pay directly or reimburse the ongoing reasonable out-of-pocket costs and expenses incurred by the MD stockholders in connection with their investment in the Company, including fees, expenses and reasonable out-of-pocket disbursements of independent accountants, outside legal counsel, consultants and other independent professionals and organizations and other services retained by the MD stockholders or any of their affiliates.
Under the SLP Stockholders Agreement, Dell Technologies is obligated, and required to cause specified subsidiaries, to pay directly or reimburse (1) the ongoing reasonable out-of-pocket costs and expenses incurred by the SLP stockholders in connection with their investment in Dell Technologies, including fees, expenses and reasonable out-of-pocket disbursements of independent accountants, outside legal counsel, consultants and other independent professionals and organizations and other services retained by the SLP stockholders or any of their affiliates, (2) the reasonable out-of-pocket costs and expenses of the SLP stockholders or their affiliates for their “value creation” personnel and/or employees, to the extent that Dell Technologies has requested such personnel and/or employees to provide such services to Dell Technologies, and (3) the costs and expenses for such “value creation” personnel and/or employees. During Fiscal 2024, Dell Technologies or its subsidiaries made total payments of $0.2 million pursuant to these provisions.
Dell Technologies is obligated, and required to cause specified subsidiaries, subject to certain exceptions, to indemnify the MD stockholders and specified affiliated persons under the MD Stockholders Agreement, and the SLP stockholders and specified affiliated persons under the SLP Stockholders Agreement against all losses and liabilities incurred by the indemnified persons that arise out of any action, cause of action, suit, arbitration or claim arising directly or indirectly out of, or in any way relating to, ownership of securities of Dell Technologies, or the ability to control or influence Dell Technologies or its subsidiaries, by the MD stockholders or their affiliated persons or the SLP stockholders or their affiliated persons, as applicable. See “– Other Transactions” below for information about indemnification payments.
Registration Rights Agreement – Dell Technologies is a party to a Second Amended and Restated Registration Rights Agreement, dated as of December 25, 2018, as amended, referred to as the Registration Rights Agreement, with the MD stockholders, the SLP stockholders, and the management stockholders party thereto, among others. The Registration Rights Agreement provides that the stockholder parties thereto, their affiliates and certain of their transferees have the right, under certain circumstances and subject to certain restrictions, to require Dell Technologies to register for resale the shares of the Class C common stock (including shares of Class C common stock issuable upon any conversion of the Class A common stock, the Class B common stock and the Class D common stock) to be sold by them. Pursuant to the Registration Rights Agreement, Dell Technologies will pay the costs, expenses and fees in connection with the registration and sale of the shares of Class C common stock other than underwriting discounts, selling commissions and stock transfer taxes, if any, which will be payable by the selling stockholders. The parties to the Registration Rights Agreement have entered into amendments to the Registration Rights Agreement to extend the deadline by which Dell Technologies is required to effect such a registration.
Management Stockholders Agreement – Dell Technologies is a party to a Second Amended and Restated Management Stockholders Agreement, dated as of December 25, 2018, referred to as the Management Stockholders Agreement, with the MD stockholders, the SLP stockholders and the management stockholders parties thereto. The Management Stockholders Agreement imposes restrictions on the transfer of certain Dell Technologies securities held by the management stockholders and, among other requirements, obligates the management stockholders to refrain from entering into specified types of voting arrangements with respect to such securities.
Other Transactions
As described in the proxy statement for last year’s annual meeting, the Company made payments pursuant to indemnification obligations to certain members of the Board, Michael S. Dell and Egon Durban in their individual capacities, and Silver Lake Group, L.L.C. and the SLP stockholders in connection with litigation relating to the Class V transaction. The foregoing persons were defendants in a class action lawsuit before the Delaware Court of Chancery. The directors named as defendants were Mr. Dell, Mr. Dorman, Mr. Durban, Mr. Green and Mr. Patterson.
Under the terms of the settlement, the plaintiffs agreed to the dismissal of all claims upon payment of a total of $1.0 billion, which amount included all costs, expenses and fees of the plaintiff class relating to the action and its resolution. The settlement terms also provided that the settlement amount would be paid by the Company and/or the Company’s insurers pursuant to indemnification obligations of the Company to the defendants. The Company is subject to indemnification obligations, upon the satisfaction of specified conditions, to the director and stockholder defendants and their affiliates pursuant to provisions of the Delaware General Corporation Law, the Company’s certificate of incorporation and bylaws, and agreements with the defendants
Dell Technologies / 2024 Proxy Statement / 73
Director Nomination Process
Director Qualifications – The Board has adopted guidelines for qualifications of director candidates, which are described above under “Proposal 1 – Election of Directors – Director Qualifications and Information.” In addition, all candidates must possess the aptitude or experience to understand fully the legal responsibilities of a director and the governance processes of a public company, as well as the personal qualities to be able to make a substantial active contribution to Board deliberations. Further, each candidate must be willing to commit sufficient time to discharge the duties of Board membership and should have sufficient years available for service to make a significant contribution to Dell Technologies over time.
Selection and Nomination Process – Whenever a vacancy occurs on the Board with respect to a director, either because of a newly created director position or a serving director’s death, resignation, removal or retirement, the Board will select a person to fill the vacancy, including, to the extent applicable, in accordance with the terms of the Sponsor Stockholders Agreements, as described under “Proposal 1 – Election of Directors – Stockholder Arrangements – Stockholder Rights to Nominate Directors.” The new director will serve as a director until the annual meeting of stockholders at which the director’s term expires and until the director’s successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.
The Board may use any methods it deems appropriate to identify candidates for Board membership, including recommendations from current Board members and recommendations from stockholders. The Board also may engage outside search firms to identify suitable candidates.
The Board may engage in any investigation and evaluation processes it deems appropriate, including, in addition to a review of a candidate’s background, characteristics, qualities and qualifications, personal interviews with the candidate.
Stockholder Recommendations to the Board of Directors – Dell Technologies stockholders may recommend individuals to the Board for consideration as director candidates by submitting candidates’ names and appropriate background and biographical information to the Board, c/o Board Liaison, Dell Technologies Inc., One Dell Way, Round Rock, Texas 78682. If the appropriate information is provided in a timely manner, the Board generally will consider these candidates in substantially the same manner as it considers other Board candidates. Dell Technologies stockholders also may nominate director candidates by following the advance notice provisions of the Dell Technologies bylaws, as described below under “– Stockholder Proposals for Next Year’s Annual Meeting – Bylaw Provisions” and other requirements described below.
Stockholder Nominations – Stockholders who wish to nominate an individual for election as a director, rather than recommending a candidate for nomination by the Board, must follow the procedures described in the Dell Technologies bylaws. Those procedures are described below under “– Stockholder Proposals for Next Year’s Annual Meeting.”
Re-Election of Existing Directors – In considering whether to recommend directors who are eligible to stand for re-election, the Board may consider a variety of factors, including a director’s past contributions to the Board and ability to continue to contribute productively, attendance at Board and committee meetings and compliance with our Corporate Governance Principles (including satisfying the expectations for individual directors), as well as whether the director continues to possess the attributes, capabilities and qualifications considered necessary or desirable for Board service, the results of the annual Board self-evaluation led by the Lead Independent Director, the independence of the director and the nature and extent of the director’s activities on behalf of companies other than Dell Technologies. No candidate will be nominated for election to the Board after the candidate’s 72nd birthday.
Dell Technologies / 2024 Proxy Statement / 83
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Shareholder Proposals for Next Year’s Annual Meeting
Shareholder proposals will be eligible for consideration for inclusion in the proxy statement and form of proxy for the 2025 annual meeting of stockholders in accordance with Rule 14a-8 under the Exchange Act, or Rule 14a-8. Further, in accordance with the Dell Technologies bylaws, nominations of persons for election to the Board or other shareholder proposals will be eligible for consideration at the 2025 annual meeting without inclusion in the proxy materials. Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees also are required to deliver a notice under the SEC’s universal proxy rules referred to below.
Inclusion in Next Year’s Proxy Statement – A stockholder who wishes to present a proposal for inclusion in next year’s proxy statement in accordance with Rule 14a-8 must deliver the proposal to Dell Technologies’ principal executive offices no later than the close of business on January 24, 2025. Submissions must be addressed to Dell Technologies Inc., One Dell Way, RR1-33, Round Rock, Texas 78682, Attn: Corporate Secretary. The submission by a stockholder of a proposal for inclusion in the proxy statement is subject to regulation by the SEC under Rule 14a-8.
Bylaw Provisions – In accordance with the Dell Technologies bylaws, a stockholder who desires to present a nomination of persons for election to the Board or other proposal for consideration at next year’s annual meeting, but not for inclusion in next year’s proxy statement, must deliver the proposal no earlier than February 27, 2025 and no later than the close of business on March 29, 2025 unless we publicly announce a different submission deadline in accordance with our bylaws.
The submission must contain the information specified in our bylaws, including a description of the proposal and a brief statement of the reasons for the proposal, the name and address of the stockholder (as they appear in Dell Technologies’ stock transfer records), the number of Dell Technologies shares beneficially owned by the stockholder, and a description of any material direct or indirect financial or other interest that the stockholder (or any affiliate or associate) may have in the proposal. For information about these requirements, you should refer to our bylaws, which we have filed with the SEC. Proposals must be addressed to Dell Technologies Inc., One Dell Way, RR1-33, Round Rock, Texas 78682, Attn: Corporate Secretary.
The provisions of our bylaws concerning notice of proposals by stockholders are not intended to affect any rights of stockholders to seek inclusion of proposals in our proxy statement under Rule 14a-8.
For any proposal a stockholder does not submit for inclusion in next year’s proxy statement, but instead seeks to present directly at next year’s annual meeting in accordance with the advance notice provisions of our bylaws described above, the Company’s proxy holders may vote their proxies in their discretion, notwithstanding the stockholder’s compliance with such advance notice provisions, if the Company advises the stockholders in next year’s proxy statement about the nature of the matter and how the Company’s proxy holders intend to vote on such matter, except where the stockholder solicits proxies in the manner contemplated by, and complies with, specified provisions of the SEC’s proxy rules.
Solicitation of Proxies in Support of Other Director Nominees – In addition to complying with the foregoing advance notice provisions of the Dell Technologies bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in connection with next year’s annual meeting in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 28, 2025.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires Dell Technologies’ directors, specified officers and persons who beneficially own more than 10% of a registered class of Dell Technologies’ common stock to file with the SEC initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of Dell Technologies. Except as stated below, based solely on a review of Section 16(a) reports filed electronically with the SEC during or with respect to Fiscal 2024, or written representations that no other reports were required, Dell Technologies believes that Dell Technologies’ Section 16(a) reporting persons complied with all applicable filing requirements during Fiscal 2024. The Susan Lieberman Dell Separate Property Trust, a 10% owner, filed late one Form 4 report that disclosed a total of three gifts of shares of common stock. The Form 4 report was inadvertently filed under the wrong issuer filing codes and then subsequently filed with the correct filing codes one day late.
Dell Technologies / 2024 Proxy Statement / 84
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Pay Versus Performance Disclosure |
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Report of the Audit Committee |
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Security Ownership of Certain Beneficial Owners and Management |
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Transactions With Related Persons |
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Questions and Answers About the Annual Meeting |
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Additional Information |
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Annex A |
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Annex B |
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Stockholders Sharing the Same Last Name and Address
Only one copy of the proxy statement and annual report on Form 10-K for Fiscal 2024 or Notice of Internet Availability of Proxy Materials for this annual meeting is being sent to stockholders who share the same last name and address, unless they have notified Dell Technologies that they want to continue receiving multiple packages. This practice, known as “householding,” is intended to eliminate duplicate mailings, conserve natural resources and help reduce printing and mailing costs.
If you received a “householded” mailing this year and would like to receive a separate copy of the proxy materials, Dell Technologies will deliver a copy promptly upon your request submitted to Dell Technologies in one of the following ways:
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E-mail Dell Technologies’ Investor Relations department at investor_relations@dell.com |
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Send your request by mail to Dell Technologies Inc., Investor Relations, One Dell Way, Round Rock, Texas 78682 |
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Call Dell Technologies’ Investor Relations department at (512) 728-7800 |
You also may download a copy of any of these materials on our website at http://investors.delltechnologies.com under the News & Events – Upcoming Events section.
To opt out of householding for future distributions of proxy materials, you may notify Dell Technologies using the contacts for the Investor Relations department provided above.
If you received multiple copies of the proxy materials and would prefer to receive a single copy in the future, you may notify Dell Technologies of your preference using the contacts for the Investor Relations department provided above.
Householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse share the same last name and address, and you and your spouse each have two accounts containing Dell Technologies stock at two different brokerage firms, your household will receive two copies of the annual meeting materials, one from each brokerage firm. If you are a beneficial owner, you may request information about householding from your bank, brokerage firm or other nominee.
Availability of Annual Report on Form 10-K
This proxy statement is accompanied by our annual report on Form 10-K for Fiscal 2024, which is our annual report to stockholders for the fiscal year. The Form 10-K report is available on our website at http://investors.delltechnologies.com under the Financials – SEC Filings section and at the website maintained by the SEC at www.sec.gov. You may obtain free of charge a printed version of the Form 10-K report, without exhibits, upon request submitted to Dell Technologies in one of the following ways:
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E-mail Dell Technologies’ Investor Relations department at investor_relations@dell.com |
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Send your request by mail to Dell Technologies Inc., Investor Relations, One Dell Way, Round Rock, Texas 78682 |
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Call Dell Technologies’ Investor Relations department at (512) 728-7800 |
Other Matters
To the extent that this proxy statement is incorporated by reference into any other filing by Dell Technologies under the Exchange Act or the Securities Act of 1933, the sections of this proxy statement titled “Compensation Committee Report,” “Report of the Audit Committee,” and “Pay Versus Performance Disclosure,” to the extent permitted by the rules of the SEC, will not be deemed incorporated into such a filing, unless specifically provided otherwise in the filing. In addition, such sections will not be deemed to be soliciting material for purposes of the solicitation of proxies in connection with the annual meeting.
All website addresses contained in this proxy statement are intended to be inactive, textual references only. The information on, or accessible through, any website (including the Dell Technologies website) identified in this proxy statement is not a part of, and is not incorporated by reference into, this proxy statement.
Dell Technologies / 2024 Proxy Statement / 85
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Feb. 02, 2024 |
Feb. 03, 2023 |
Jan. 28, 2022 |
Jan. 29, 2021 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we provide the following disclosure regarding executive compensation for our CEO, who is our principal executive officer, and non-CEO NEOs and Company performance for our four most recent fiscal years. The Committee (and the Board of the Directors with respect to the CEO) did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years presented. See “Compensation Discussion and Analysis” for information about the pay decisions made with respect to NEO compensation for each of those fiscal years. Pay Versus Performance Table
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Summary compensation table total |
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for non-CEO named executive officers |
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Average compensation actually paid to non-CEO named executive officers |
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Value of initial fixed $100 |
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Peer group total shareholder return |
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Fiscal 2024 |
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3,030,405 |
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3,030,405 |
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10,177,912 |
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27,663,124 |
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370.62 |
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225.31 |
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3,195 |
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82,811 |
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Fiscal 2023 |
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2,809,352 |
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2,809,352 |
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11,632,812 |
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(5,076,520 |
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176.76 |
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152.42 |
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2,422 |
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102,301 |
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Fiscal 2022 |
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3,467,347 |
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3,467,347 |
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22,477,881 |
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48,769,297 |
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227.96 |
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168.82 |
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5,707 |
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107,037 |
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Fiscal 2021 |
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930,415 |
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930,415 |
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10,756,644 |
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24,687,463 |
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149.46 |
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137.12 |
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3,505 |
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94,389 |
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(1) |
Michael S. Dell was our CEO for each of the fiscal years presented (the “covered years”). Amounts shown are the amounts reported for the CEO in the “Total” column of the Summary Compensation Table (“SCT”) for the covered years. |
(2) |
Because Mr. Dell does not receive any equity grants under our compensation program, and because no pension benefits are payable to him, the amounts shown for compensation actually paid to the CEO for each covered year are the same as the compensation reported for Mr. Dell for each such year in the “Total” column of the SCT. |
(3) |
For Fiscal 2024, the non-CEO NEOs consisted of Yvonne McGill, Jeffrey W. Clarke, Richard J. Rothberg, William F. Scannell, Thomas W. Sweet and Anthony Charles Whitten. For Fiscal 2023 and Fiscal 2022, the non-CEO NEOs consisted of Mr. Sweet, Mr. Clarke, Mr. Scannell and Mr. Whitten. For Fiscal 2021, the non-CEO NEOs consisted of Mr. Sweet, Mr. Clarke, Mr. Scannell and Mr. Rothberg. |
(4) |
Average compensation actually paid to non-CEO NEOs reflects the following adjustments to the SCT amounts for stock awards reported for those NEOs for the covered years. There were no pension benefits reported for any NEO for any covered year. |
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SCT total compensation ($) (a) |
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10,177,912 |
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11,632,812 |
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22,477,881 |
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10,756,644 |
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Less: stock award values reported in the SCT for the covered year ($) (a) |
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(8,632,186 |
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(9,314,983 |
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(18,906,128 |
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(8,738,715 |
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Plus: fair value of stock awards granted in the covered year ($) (b) |
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18,147,742 |
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6,192,018 |
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26,150,544 |
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18,239,981 |
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Change in fair value of outstanding unvested stock awards from prior years ($) (b) |
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11,357,613 |
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(10,891,517 |
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13,962,137 |
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3,213,840 |
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Change in fair value of stock awards from prior years that vested in the covered year ($) (c) |
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(421,310 |
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(2,694,850 |
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5,084,863 |
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1,215,713 |
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Less: fair value of stock awards granted in prior years forfeited in the covered year |
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(2,966,647 |
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— |
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— |
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— |
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Compensation actually paid ($) |
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27,663,124 |
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(5,076,520 |
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48,769,297 |
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24,687,463 |
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(a) |
Grant date fair values of stock awards reported in the SCT are calculated based on the following: |
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for time-based RSUs, the closing price of the Class C common stock as of the grant date as reported on the NYSE (or on the trading date immediately preceding the grant date, if the grant date occurs on a non-trading day); |
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for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo valuation model to simulate the probabilities of achievement as of the grant date; and |
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for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of the accounting grant date as reported on the NYSE, assuming target performance. |
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(b) |
At each fiscal year-end, the fair value of stock awards granted and adjustments to stock award fair values are calculated based on the following: |
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for time-based RSUs, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE; |
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for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo simulation model to determine the fair values of such performance-based RSUs as of fiscal year-end; and |
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for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE and the related accrued performance modifier as of fiscal year-end. | For grants made prior to January 28, 2022, year-end fair values were adjusted as these grants were not entitled to dividend equivalent rights.
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(c) |
Adjustments for vested stock award fair values are calculated based on the following: |
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for time-based RSUs, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE; |
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for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier; and |
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for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier. |
(5) |
Peer group total shareholder return represents the cumulative total shareholder return of the S&P 500 Information Technology Index, which we present in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual report on Form 10-K for the fiscal year ended February 2, 2024. |
(6) |
We determined non-GAAP net revenue to be the most important performance measure used to link Company performance to compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs for Fiscal 2024. We define non-GAAP net revenue to be net revenue calculated and reported in accordance with GAAP as adjusted to exclude purchase accounting adjustments. In addition to these adjustments, non-GAAP net revenue results for Fiscal 2022 and Fiscal 2021 are not presented on a continuing operations basis and include VMware, Inc. results through the date of our spin-off of VMware, Inc., which occurred on November 1, 2021. For Fiscal 2024, we also adjusted our non-GAAP net revenue results as externally reported to exclude the results of certain business operations that are not classified as reportable segments. |
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Company Selected Measure Name |
non-GAAP net revenue
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Named Executive Officers, Footnote |
For Fiscal 2024, the non-CEO NEOs consisted of Yvonne McGill, Jeffrey W. Clarke, Richard J. Rothberg, William F. Scannell, Thomas W. Sweet and Anthony Charles Whitten. For Fiscal 2023 and Fiscal 2022, the non-CEO NEOs consisted of Mr. Sweet, Mr. Clarke, Mr. Scannell and Mr. Whitten. For Fiscal 2021, the non-CEO NEOs consisted of Mr. Sweet, Mr. Clarke, Mr. Scannell and Mr. Rothberg.
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Peer Group Issuers, Footnote |
Peer group total shareholder return represents the cumulative total shareholder return of the S&P 500 Information Technology Index, which we present in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual report on Form 10-K for the fiscal year ended February 2, 2024.
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PEO Total Compensation Amount |
$ 3,030,405
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$ 2,809,352
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$ 3,467,347
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$ 930,415
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PEO Actually Paid Compensation Amount |
$ 3,030,405
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2,809,352
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3,467,347
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930,415
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Adjustment To PEO Compensation, Footnote |
Because Mr. Dell does not receive any equity grants under our compensation program, and because no pension benefits are payable to him, the amounts shown for compensation actually paid to the CEO for each covered year are the same as the compensation reported for Mr. Dell for each such year in the “Total” column of the SCT.
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Non-PEO NEO Average Total Compensation Amount |
$ 10,177,912
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11,632,812
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22,477,881
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10,756,644
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 27,663,124
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(5,076,520)
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48,769,297
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24,687,463
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Adjustment to Non-PEO NEO Compensation Footnote |
(4) |
Average compensation actually paid to non-CEO NEOs reflects the following adjustments to the SCT amounts for stock awards reported for those NEOs for the covered years. There were no pension benefits reported for any NEO for any covered year. |
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SCT total compensation ($) (a) |
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10,177,912 |
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11,632,812 |
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22,477,881 |
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10,756,644 |
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Less: stock award values reported in the SCT for the covered year ($) (a) |
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(8,632,186 |
) |
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(9,314,983 |
) |
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(18,906,128 |
) |
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(8,738,715 |
) |
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Plus: fair value of stock awards granted in the covered year ($) (b) |
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18,147,742 |
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6,192,018 |
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26,150,544 |
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18,239,981 |
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Change in fair value of outstanding unvested stock awards from prior years ($) (b) |
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11,357,613 |
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(10,891,517 |
) |
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13,962,137 |
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3,213,840 |
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Change in fair value of stock awards from prior years that vested in the covered year ($) (c) |
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(421,310 |
) |
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(2,694,850 |
) |
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5,084,863 |
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1,215,713 |
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Less: fair value of stock awards granted in prior years forfeited in the covered year |
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(2,966,647 |
) |
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— |
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— |
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— |
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Compensation actually paid ($) |
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27,663,124 |
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(5,076,520 |
) |
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48,769,297 |
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24,687,463 |
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(a) |
Grant date fair values of stock awards reported in the SCT are calculated based on the following: |
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• |
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for time-based RSUs, the closing price of the Class C common stock as of the grant date as reported on the NYSE (or on the trading date immediately preceding the grant date, if the grant date occurs on a non-trading day); |
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• |
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for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo valuation model to simulate the probabilities of achievement as of the grant date; and |
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• |
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for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of the accounting grant date as reported on the NYSE, assuming target performance. |
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(b) |
At each fiscal year-end, the fair value of stock awards granted and adjustments to stock award fair values are calculated based on the following: |
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• |
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for time-based RSUs, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE; |
|
• |
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for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo simulation model to determine the fair values of such performance-based RSUs as of fiscal year-end; and |
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• |
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for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE and the related accrued performance modifier as of fiscal year-end. | For grants made prior to January 28, 2022, year-end fair values were adjusted as these grants were not entitled to dividend equivalent rights.
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(c) |
Adjustments for vested stock award fair values are calculated based on the following: |
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• |
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for time-based RSUs, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE; |
|
• |
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for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier; and |
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• |
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for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier. |
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Compensation Actually Paid vs. Total Shareholder Return |
The following chart shows the compensation actually paid to our CEO in relation to our total shareholder return, or TSR, for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year. CEO Compensation Actually Paid and Company TSR Mr. Dell does not receive equity awards as a part of his compensation package. As a result, his compensation is not impacted by the Dell Technologies stock price as reflected in our TSR. A significant portion of Mr. Dell’s annual compensation is in the form of cash payable under our Incentive Bonus Plan, or IBP, as discussed under “Compensation Discussion and Analysis – Individual Compensation Components – Annual Cash Bonus,” which is tied to achievement of the Company’s non-GAAP net revenue and non-GAAP operating income targets. The increase in Mr. Dell’s compensation actually paid from Fiscal 2021 to Fiscal 2022 was primarily attributable to Mr. Dell’s voluntary relinquishment of a portion of his base salary in Fiscal 2021 in response to the COVID-19 pandemic. The decline in Mr. Dell’s compensation actually paid from Fiscal 2022 to Fiscal 2023 and the increase in his compensation actually paid from Fiscal 2023 to Fiscal 2024 resulted from the Company’s performance against its IBP financial targets for those fiscal years. The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our TSR for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year. Non-CEO NEO Average Compensation Actually Paid and Company TSR
A significant portion of non-CEO NEO compensation is represented by equity awards. Year-over-year changes in average compensation actually paid are generally driven by changes in the Company’s stock price, performance against its compensation-related financial targets, including non-GAAP net revenue, and rTSR performance. The change in average compensation actually paid from Fiscal 2021 to Fiscal 2022 and Fiscal 2023 to Fiscal 2024 was also attributable to the change in the composition of non-CEO NEOs. The decrease in the Company’s stock price during Fiscal 2023 was largely as a result of stock market volatility in connection with macroeconomic uncertainty.
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Compensation Actually Paid vs. Net Income |
The following chart shows the compensation actually paid to our CEO in relation to our net income and non-GAAP net revenue for each fiscal year presented. CEO Compensation Actually Paid and Net Income and Non-GAAP Net Revenue Mr. Dell does not receive equity awards as a part of his compensation package. As a result, his compensation is not impacted by the Dell Technologies stock price as reflected in our TSR. A significant portion of Mr. Dell’s annual compensation is in the form of cash payable under our Incentive Bonus Plan, or IBP, as discussed under “Compensation Discussion and Analysis – Individual Compensation Components – Annual Cash Bonus,” which is tied to achievement of the Company’s non-GAAP net revenue and non-GAAP operating income targets. The increase in Mr. Dell’s compensation actually paid from Fiscal 2021 to Fiscal 2022 was primarily attributable to Mr. Dell’s voluntary relinquishment of a portion of his base salary in Fiscal 2021 in response to the COVID-19 pandemic. The decline in Mr. Dell’s compensation actually paid from Fiscal 2022 to Fiscal 2023 and the increase in his compensation actually paid from Fiscal 2023 to Fiscal 2024 resulted from the Company’s performance against its IBP financial targets for those fiscal years. The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our net income and non-GAAP net revenue for each fiscal year presented. Non-CEO NEO Average Compensation Actually Paid and Net Income and Non-GAAP Net Revenue
A significant portion of non-CEO NEO compensation is represented by equity awards. Year-over-year changes in average compensation actually paid are generally driven by changes in the Company’s stock price, performance against its compensation-related financial targets, including non-GAAP net revenue, and rTSR performance. The change in average compensation actually paid from Fiscal 2021 to Fiscal 2022 and Fiscal 2023 to Fiscal 2024 was also attributable to the change in the composition of non-CEO NEOs. The decrease in the Company’s stock price during Fiscal 2023 was largely as a result of stock market volatility in connection with macroeconomic uncertainty.
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Compensation Actually Paid vs. Company Selected Measure |
The following chart shows the compensation actually paid to our CEO in relation to our net income and non-GAAP net revenue for each fiscal year presented. CEO Compensation Actually Paid and Net Income and Non-GAAP Net Revenue Mr. Dell does not receive equity awards as a part of his compensation package. As a result, his compensation is not impacted by the Dell Technologies stock price as reflected in our TSR. A significant portion of Mr. Dell’s annual compensation is in the form of cash payable under our Incentive Bonus Plan, or IBP, as discussed under “Compensation Discussion and Analysis – Individual Compensation Components – Annual Cash Bonus,” which is tied to achievement of the Company’s non-GAAP net revenue and non-GAAP operating income targets.The increase in Mr. Dell’s compensation actually paid from Fiscal 2021 to Fiscal 2022 was primarily attributable to Mr. Dell’s voluntary relinquishment of a portion of his base salary in Fiscal 2021 in response to the COVID-19 pandemic. The decline in Mr. Dell’s compensation actually paid from Fiscal 2022 to Fiscal 2023 and the increase in his compensation actually paid from Fiscal 2023 to Fiscal 2024 resulted from the Company’s performance against its IBP financial targets for those fiscal years. The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our net income and non-GAAP net revenue for each fiscal year presented. Non-CEO NEO Average Compensation Actually Paid and Net Income and Non-GAAP Net Revenue
A significant portion of non-CEO NEO compensation is represented by equity awards. Year-over-year changes in average compensation actually paid are generally driven by changes in the Company’s stock price, performance against its compensation-related financial targets, including non-GAAP net revenue, and rTSR performance. The change in average compensation actually paid from Fiscal 2021 to Fiscal 2022 and Fiscal 2023 to Fiscal 2024 was also attributable to the change in the composition of non-CEO NEOs. The decrease in the Company’s stock price during Fiscal 2023 was largely as a result of stock market volatility in connection with macroeconomic uncertainty.
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Total Shareholder Return Vs Peer Group |
The following chart shows the compensation actually paid to our CEO in relation to our total shareholder return, or TSR, for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year. CEO Compensation Actually Paid and Company TSR Mr. Dell does not receive equity awards as a part of his compensation package. As a result, his compensation is not impacted by the Dell Technologies stock price as reflected in our TSR. A significant portion of Mr. Dell’s annual compensation is in the form of cash payable under our Incentive Bonus Plan, or IBP, as discussed under “Compensation Discussion and Analysis – Individual Compensation Components – Annual Cash Bonus,” which is tied to achievement of the Company’s non-GAAP net revenue and non-GAAP operating income targets. The increase in Mr. Dell’s compensation actually paid from Fiscal 2021 to Fiscal 2022 was primarily attributable to Mr. Dell’s voluntary relinquishment of a portion of his base salary in Fiscal 2021 in response to the COVID-19 pandemic. The decline in Mr. Dell’s compensation actually paid from Fiscal 2022 to Fiscal 2023 and the increase in his compensation actually paid from Fiscal 2023 to Fiscal 2024 resulted from the Company’s performance against its IBP financial targets for those fiscal years. The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our TSR for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year. Non-CEO NEO Average Compensation Actually Paid and Company TSR
A significant portion of non-CEO NEO compensation is represented by equity awards. Year-over-year changes in average compensation actually paid are generally driven by changes in the Company’s stock price, performance against its compensation-related financial targets, including non-GAAP net revenue, and rTSR performance. The change in average compensation actually paid from Fiscal 2021 to Fiscal 2022 and Fiscal 2023 to Fiscal 2024 was also attributable to the change in the composition of non-CEO NEOs. The decrease in the Company’s stock price during Fiscal 2023 was largely as a result of stock market volatility in connection with macroeconomic uncertainty.
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Tabular List, Table |
Most Important Financial Performance Measures We set forth below the three financial performance measures that represented the most important measures used to link compensation actually paid to our CEO and average compensation actually paid to our non-CEO NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) to Company performance for Fiscal 2024. The measures in this table are not ranked.
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Financial Performance Measures |
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Non-GAAP Operating Income |
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| As discussed in “Compensation Discussion and Analysis,” these measures, calculated as described in that discussion, were used to evaluate the performance of our NEOs under our incentive plans and to incentivize the NEOs to increase long-term value for our shareholders.
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Total Shareholder Return Amount |
$ 370.62
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176.76
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227.96
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149.46
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Peer Group Total Shareholder Return Amount |
225.31
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152.42
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168.82
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137.12
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Net Income (Loss) |
$ 3,195,000,000
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$ 2,422,000,000
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$ 5,707,000,000
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$ 3,505,000,000
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Company Selected Measure Amount |
82,811,000,000
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102,301,000,000
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107,037,000,000
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94,389,000,000
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PEO Name |
Michael S. Dell
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
Non-GAAP Net Revenue
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Non-GAAP Measure Description |
We determined non-GAAP net revenue to be the most important performance measure used to link Company performance to compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs for Fiscal 2024. We define non-GAAP net revenue to be net revenue calculated and reported in accordance with GAAP as adjusted to exclude purchase accounting adjustments. In addition to these adjustments, non-GAAP net revenue results for Fiscal 2022 and Fiscal 2021 are not presented on a continuing operations basis and include VMware, Inc. results through the date of our spin-off of VMware, Inc., which occurred on November 1, 2021. For Fiscal 2024, we also adjusted our non-GAAP net revenue results as externally reported to exclude the results of certain business operations that are not classified as reportable segments.
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Non-GAAP Operating Income
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Relative TSR
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Non-PEO NEO | Stock Award Values Reported In The SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (8,632,186)
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$ (9,314,983)
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$ (18,906,128)
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$ (8,738,715)
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Non-PEO NEO | Fair Value Of Stock Awards Granted In The Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
18,147,742
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6,192,018
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26,150,544
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18,239,981
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Non-PEO NEO | Change In Fair Value Of Outstanding Unvested Stock Awards From Prior Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
11,357,613
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(10,891,517)
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13,962,137
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3,213,840
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Non-PEO NEO | Change In Fair Value Of Stock Awards From Prior Years That Vested In The Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(421,310)
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$ (2,694,850)
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$ 5,084,863
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$ 1,215,713
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Non-PEO NEO | Fair Value Of Stock Awards Granted In Prior Years Forfeited In The Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (2,966,647)
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