false0001571996
0001571996
2019-12-02
2019-12-02
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): December 2, 2019
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Dell Technologies Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-37867 | | 80-0890963 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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: |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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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 |
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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.
(c) On December 2, 2019, Dell Technologies Inc. (the “Company”) announced the appointment of Jeffrey W. Clarke as its Chief Operating Officer and Vice Chairman, a newly created position, effective as of December 2, 2019. Mr. Clarke most recently served as the Company’s Vice Chairman, Products and Operations, and will retain his current responsibilities.
Any information regarding Mr. Clarke required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2019.
Item 7.01. Regulation FD Disclosure.
On December 2, 2019, the Company issued a press release announcing the appointment of Mr. Clarke as Chief Operating Officer as well as certain other changes to the Company’s executive leadership team. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated in this Item 7.01 by reference.
In accordance with General Instruction B.2. of Form 8-K, the information contained in this Item 7.01, including Exhibit 99.1 to this report, is being “furnished” to the SEC and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under such section. Further, such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, unless specifically identified as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following documents are herewith filed or furnished as exhibits to this report:
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Exhibit Number | | Description |
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104 | | Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
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Date: December 2, 2019 | Dell Technologies Inc. |
| By: | /s/ Robert Potts |
| | Robert Potts Senior Vice President and Assistant Secretary |
| | (Duly Authorized Officer) |