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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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As previously announced, a special meeting (the “Special Meeting”) of stockholders of Dell Technologies Inc. (the “Company”) was held on
December 11, 2018, at which the Company’s stockholders voted on the proposals set forth below relating to the Company’s previously announced transaction (the “Class V transaction”) in which holders of shares of
Class V common stock of the Company may elect to receive in exchange for each share of Class V common stock either (i) such number of shares of Class C common stock of the Company as determined by the application of the exchange
ratio, which will be between 1.5043 and 1.8130, or (ii) $120.00 in cash, without interest, subject to a cap of $14 billion on the aggregate amount of cash consideration. The terms of the Class V transaction and the related proposals are
described in more detail in the Company’s definitive proxy statement/prospectus, dated October 19, 2018, which forms a part of a registration statement on Form
S-4,
as amended (File
No. 333-226618),
as supplemented by a supplement thereto, dated November 26, 2018, in each case filed by the Company with the Securities and Exchange Commission.
As of the close of business on October 18, 2018, the record date for the Special Meeting (the “Record Date”), an aggregate of 768,371,322
shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting, consisting of 409,538,423 shares of Class A common stock, 136,986,858 shares of Class B common stock, 22,489,450 shares of Class C
common stock and 199,356,591 shares of Class V common stock.
Each of Proposal 1 and Proposal 2 described below requires, among other votes, the
affirmative vote of holders of record of a majority of the outstanding shares of Class V common stock (excluding shares held by affiliates of the Company), voting as a separate class. As of the close of business on the Record Date, there were
approximately 199,323,067 outstanding shares of Class V common stock, or approximately 99.9% of all outstanding shares of Class V common stock, that were not held by affiliates of the Company. The remaining 0.1%, or approximately 33,524
outstanding shares of Class V common stock, were held by our directors and executive officers and are excluded from the results for Proposal 1 and Proposal 2 set forth below with respect to the votes of holders of the outstanding shares of
Class V common stock, voting as a separate class.
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.
At the Special
Meeting, there were present, in person or by proxy, holders of an aggregate of 685,412,292 shares of the Company’s common stock (representing 98.2% of the total voting power of the outstanding shares of the Company’s common stock entitled
to vote at the Special Meeting), consisting of 407,280,956 shares of Class A common stock (representing 99.5% of the voting power of the outstanding shares of Class A common stock entitled to vote at the Special Meeting), 136,986,858
shares of Class B common stock (representing 100.0% of the voting power of the outstanding shares of Class B common stock entitled to vote at the Special Meeting), 3,024,959 shares of Class C common stock (representing 13.5% of the
voting power of the outstanding shares of Class C common stock entitled to vote at the Special Meeting) and 138,119,519 shares of Class V common stock (representing 69.3% of the voting power of the outstanding shares of Class V common
stock entitled to vote at the Special Meeting).
The final voting results with respect to each proposal voted upon at the Special Meeting are set forth
below.
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Proposal 1
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A proposal to adopt the Agreement and Plan of Merger, between the Company and Teton Merger Sub Inc., dated as of July 1, 2018, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of
November 14, 2018 (the “amended merger agreement”), pursuant to which Teton Merger Sub Inc. will be merged with and into the Company, and the Company will continue as the surviving corporation, was approved as set forth
below.
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The holders of the outstanding shares of Class V common stock (excluding shares held by affiliates of the Company),
voting as a separate class, approved the proposal to adopt the amended merger agreement, based on the following numbers of votes:
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For
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Against
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Abstain
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123,363,766
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8,433,688
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6,288,611
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