Dell Technologies Inc. — Board/Management Information 2020

Apr 8, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2020

____

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

____

Delaware	001-37867	80-0890963
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Dell Way
Round Rock
Texas	78682
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 800 ) 289-3355

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class C Common Stock, par value $0.01 per share	DELL	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) In light of the disruption and uncertainty created by the global coronavirus (COVID-19) pandemic, effective on April 7, 2020, Michael S. Dell, Chairman of the Board of Directors and Chief Executive Officer of Dell Technologies Inc. (the “Company”), has agreed by waiver to effect a temporary reduction in the base salary otherwise payable to him, effective with the start of the Company’s second fiscal quarter on May 2, 2020. Mr. Dell has agreed to forgo, through the last payroll period in the Company’s current fiscal year, which ends on January 29, 2021, or until such earlier date as is determined by the Nominating and Governance Committee of the Board of Directors of the Company, receipt of all of his base salary except to the extent necessary to fund, on an after-tax basis, his contributions to continue to participate in the Company’s health and welfare benefits plans.

Mr. Dell’s salary waiver will not modify other rights under his employment agreement or other compensation except with respect to incentive arrangements applicable to Mr. Dell that are determined by reference to his base salary. Except for the amount of compensation for paid time off, the salary waiver is not intended to reduce any other Company employee benefit that is determined by reference to Mr. Dell’s base salary, except as may be required by applicable law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 8, 2020
By:	/s/ Robert Potts
	Robert Potts Senior Vice President and Assistant Secretary
	(Duly Authorized Officer)

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