Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 26, 2017, Dell Technologies Inc. (the “Company”) held its 2017 annual meeting of stockholders. At the 2017 annual meeting, the Company’s stockholders voted on five proposals. The proposals are described in the Company’s definitive proxy statement on Schedule 14A for the 2017 annual meeting filed with the Securities and Exchange Commission on May 16, 2017 (the “2017 proxy statement”).
(b) As of the record date for the 2017 annual meeting, an aggregate of 773,942,261 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 409,684,386 shares are shares of Class A common stock, 136,986,858 shares are shares of Class B common stock, 22,231,439 shares are shares of Class C common stock and 205,039,578 shares are shares of Class V common stock.
Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock and each share of Class V common stock is entitled to one vote per share.
The final voting results with respect to each proposal voted upon at the 2017 annual meeting are set forth below.
Proposal 1
The holders of the outstanding shares of all outstanding classes of the Company’s common stock, voting together as a single class, elected to the Board of Directors of the Company each of the three nominees for Group I director specified in the 2017 proxy statement, based on the following numbers of votes:
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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David W. Dorman
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5,591,010,740
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3,483,662
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20,108,750
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William D. Green
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5,591,273,580
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3,220,822
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20,108,750
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Ellen J. Kullman
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5,590,065,794
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4,428,608
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20,108,750
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The holders of the outstanding shares of Class A common stock, voting as a separate class, elected to the Board of Directors the nominee for Group II director specified in the 2017 proxy statement, based on the following numbers of votes:
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Michael S. Dell
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4,078,369,640
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0
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0
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The holders of the outstanding shares of Class B common stock, voting as a separate class, elected to the Board of Directors each of the two nominees for Group III director specified in the 2017 proxy statement, based on the following numbers of votes:
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Egon Durban
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1,369,868,570
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0
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0
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Simon Patterson
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1,369,868,570
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0
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0
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There were no abstentions with respect to this proposal.
Each nominee elected to the Board of Directors at the 2017 annual meeting was elected for a term commencing on the date of the 2017 annual meeting and ending on the earliest of (1) the date on which the director’s successor is elected and qualified, (2) the date of the director’s death, resignation, disqualification or removal, (3) solely in the case of the Group II director, the occurrence of a Designation Rights Trigger Event (as defined in the 2017 proxy statement) with respect to the Class A common stock and (4) solely in the case of the Group III directors, the occurrence of a Designation Rights Trigger Event (as defined in the 2017 proxy statement) with respect to the Class B common stock.
Proposal 2
The holders of the outstanding shares of all outstanding classes of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending February 2, 2018, based on the following numbers of votes:
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For
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Against
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Abstentions
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5,612,768,944
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1,603,180
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231,028
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There were no broker non-votes with respect to this proposal.
Proposal 3
The holders of the outstanding shares of all outstanding classes of the Company’s common stock, voting together as a single class, approved, by an advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2017 proxy statement, based on the following numbers of votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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5,576,261,453
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17,995,895
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237,054
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20,108,750
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Proposal 4
The holders of the outstanding shares of all outstanding classes of the Company’s common stock, voting together as a single class, designated, by an advisory vote, “every 1 year” as the frequency with which the Company should hold an advisory vote by stockholders to approve the compensation of the Company’s named executive officers, based on the following numbers of votes:
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Every 1 Year
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Every 2 Years
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Every 3 Years
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Abstentions
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Broker Non-Votes
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5,582,774,437
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688,467
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10,935,973
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95,525
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20,108,750
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Proposal 5
The Company’s stockholders adopted an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock as described in the 2017 proxy statement, based on the following numbers of votes:
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For
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Against
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Abstentions
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5,535,192,867
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78,298,542
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1,111,743
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There were no broker non-votes with respect to this proposal.
The foregoing affirmative vote with respect to Proposal 5 represented (1) a majority of voting power of the outstanding shares of all outstanding classes of the Company’s common stock, voting together as a single class, (2) a majority of the outstanding shares of Class A common stock, voting as a separate class, and (3) a majority of the outstanding shares of Class B common stock, voting as a separate class.
(d) In light of the stockholder vote at the 2017 annual meeting on Proposal 4 as reported above, and consistent with its recommendation to stockholders, the Board of Directors has determined that the Company will include an advisory vote in its proxy materials to approve the Company’s compensation of its named executive officers as disclosed in such proxy materials every 1 year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.