Dell Technologies Inc. (NYSE:DVMT) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 8.01 of this current report is
incorporated by reference in this Item 3.03.
incorporated by reference in this Item 3.03.
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 Companys stockholders voted on five proposals. The
proposals are described in the Companys 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).
its 2017 annual meeting of stockholders. At the 2017 annual
meeting, the Companys stockholders voted on five proposals. The
proposals are described in the Companys 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 Companys 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.
aggregate of 773,942,261 shares of the Companys 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.
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.
at the 2017 annual meeting are set forth below.
Proposal 1
The holders of the outstanding shares of all outstanding classes
of the Companys 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:
of the Companys 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
|
For
|
Withheld
|
Broker Non-Votes
|
|||
|
David W. Dorman
|
5,591,010,740
|
3,483,662
|
20,108,750
|
|||
|
William D. Green
|
5,591,273,580
|
3,220,822
|
20,108,750
|
|||
|
Ellen J. Kullman
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5,590,065,794
|
4,428,608
|
20,108,750
|
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:
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:
|
Director Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
|||
|
Michael S. Dell
|
4,078,369,640
|
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:
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:
|
Director Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
|||
|
Egon Durban
|
1,369,868,570
|
|||||
|
Simon Patterson
|
1,369,868,570
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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 directors successor is elected and qualified, (2) the
date of the directors 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.
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 directors successor is elected and qualified, (2) the
date of the directors 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 Companys common stock, voting together as a
single class, ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the Companys fiscal year
ending February 2, 2018, based on the following numbers of
votes:
classes of the Companys common stock, voting together as a
single class, ratified the appointment of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the Companys fiscal year
ending February 2, 2018, based on the following numbers of
votes:
|
For
|
Against
|
Abstentions
|
||
|
5,612,768,944
|
1,603,180
|
231,028
|
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 Companys common stock, voting together as a
single class, approved, by an advisory vote, the compensation
of the Companys named executive officers as disclosed in the
2017 proxy statement, based on the following numbers of votes:
classes of the Companys common stock, voting together as a
single class, approved, by an advisory vote, the compensation
of the Companys named executive officers as disclosed in the
2017 proxy statement, based on the following numbers of votes:
|
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
5,576,261,453
|
17,995,895
|
237,054
|
20,108,750
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Proposal 4>
The holders of the outstanding shares of all outstanding
classes of the Companys 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
Companys named executive officers, based on the following
numbers of votes:
classes of the Companys 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
Companys named executive officers, based on the following
numbers of votes:
|
Every 1 Year
|
Every 2 Years
|
Every 3 Years
|
Abstentions
|
Broker Non-Votes
|
||||
|
5,582,774,437
|
688,467
|
10,935,973
|
95,525
|
20,108,750
|
Proposal 5
The Companys stockholders adopted an amendment to the Companys
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:
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:
|
For
|
Against
|
Abstentions
|
||
|
5,535,192,867
|
78,298,542
|
1,111,743
|
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 Companys 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.
represented (1) a majority of voting power of the outstanding
shares of all outstanding classes of the Companys 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 Companys 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 Companys named
executive officers.
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 Companys 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 Companys named
executive officers.
Item 8.01 Other Events.
As described in Item 5.07 of this current report, on June 26,
2017, the stockholders of the Company voted at the Companys
2017 annual meeting of stockholders to adopt an amendment to
the Companys Fourth Amended and Restated Certificate of
Incorporation to increase (1) the total authorized number of
shares of the Companys capital stock, including preferred
stock, from 2,144,025,308 shares to 9,144,025,308 shares, (2)
the total authorized number of shares of the Companys common
stock from 2,143,025,308 shares to 9,143,025,308 shares and
(3) the total authorized number of shares of the Companys
Class C common stock from 900,000,000 shares to 7,900,000,000
shares, in each case representing an increase of
7,000,000,000 shares (the charter amendment). The Board of
Directors approved the charter amendment on May 11, 2017. A
certificate of amendment to the Companys Fourth Amended and
Restated Certificate of Incorporation effectuating the
charter amendment was filed with the Secretary of State of
the State of Delaware on June 29, 2017 and became effective
on that date.
2017, the stockholders of the Company voted at the Companys
2017 annual meeting of stockholders to adopt an amendment to
the Companys Fourth Amended and Restated Certificate of
Incorporation to increase (1) the total authorized number of
shares of the Companys capital stock, including preferred
stock, from 2,144,025,308 shares to 9,144,025,308 shares, (2)
the total authorized number of shares of the Companys common
stock from 2,143,025,308 shares to 9,143,025,308 shares and
(3) the total authorized number of shares of the Companys
Class C common stock from 900,000,000 shares to 7,900,000,000
shares, in each case representing an increase of
7,000,000,000 shares (the charter amendment). The Board of
Directors approved the charter amendment on May 11, 2017. A
certificate of amendment to the Companys Fourth Amended and
Restated Certificate of Incorporation effectuating the
charter amendment was filed with the Secretary of State of
the State of Delaware on June 29, 2017 and became effective
on that date.
A copy of the certificate of amendment is filed as Exhibit
3.1 to this current report and is incorporated by reference
in this Item 8.01.
3.1 to this current report and is incorporated by reference
in this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.>
The following document is filed as an exhibit to this report:
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Exhibit
No.
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Exhibit Description
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|
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3.1
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Certificate of Amendment to Fourth Amended and
Restated Certificate of Incorporation of Dell Technologies Inc. |
Dell Technologies Inc ExhibitEX-3.1 2 certificateofamendment-01.htm EX-3.1 Exhibit Exhibit 3.1CERTIFICATE OF AMENDMENTOFFOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOFDELL TECHNOLOGIES INC.Pursuant to Section 242of the General Corporation Law of the State of DelawareDell Technologies Inc.,…To view the full exhibit click here About Dell Technologies Inc. (NYSE:DVMT)
Dell Technologies Inc., formerly Denali Holding Inc., is a provider of information technology solutions. The Company operates through two segments: Client Solutions and Enterprise Solutions Group (ESG). The Client Solutions segment includes sales to commercial and consumer customers of desktops, thin client products and notebooks, as well as services and third-party software and peripherals closely tied to the sale of Client Solutions hardware. Its offerings include hardware, such as desktop personal computers, notebooks and tablets, and peripherals, such as monitors, printers and projectors, as well as third-party software and peripherals. The ESG segment includes servers, networking and storage, as well as services and third-party software and peripherals that are closely tied to the sale of ESG hardware. It designs, develops, manufactures, markets, sells and supports a range of products and services.
