-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VDnCyqHIx2yOFqAJGiQ/0Wcec5H3oUI2bOZb9sXCVLuvyys9qDGamhzBfclbFDIj mICz7ZnW2GRArwGMmmEHiw== 0001157523-09-006661.txt : 20090929 0001157523-09-006661.hdr.sgml : 20090929 20090929160634 ACCESSION NUMBER: 0001157523-09-006661 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090925 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090929 DATE AS OF CHANGE: 20090929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELL INC CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17017 FILM NUMBER: 091093046 BUSINESS ADDRESS: STREET 1: ONE DELL WAY STREET 2: STED CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 BUSINESS PHONE: 5127284737 MAIL ADDRESS: STREET 1: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682 FORMER COMPANY: FORMER CONFORMED NAME: DELL COMPUTER CORP DATE OF NAME CHANGE: 19920703 8-K 1 a6060940.htm DELL INC. 8-K


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):  September 25, 2009

________

Dell Inc.
(Exact name of registrant as specified in its charter)

Delaware

0-17017

74-2487834

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS 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


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))





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

(b) On September 28, 2009, Sallie L. Krawcheck, a member of our Board of Directors, chairman of the Leadership Development and Compensation Committee and a member of the Finance Committee and the Governance and Nominating Committee, informed the Chairman and Chief Executive Officer that she intends to resign from the Board of Directors effective September 30, 2009 in order to dedicate more time to her role as President, Global Wealth and Investment Management, for Bank of America Corporation.
 
(d) On September 25, 2009, Mr. Shantanu Narayen, President and Chief Executive Officer of Adobe Systems Incorporated, was appointed to Dell’s Board of Directors. He was also appointed to serve on the Leadership Development and Compensation Committee of the Board. Mr. Narayen will serve on the Board of Directors until the next annual meeting of stockholders, scheduled for July 16, 2010, at which time his continued service will be subject to renomination and stockholder approval.
 
There is no arrangement or understanding between Mr. Narayen and any other persons pursuant to which he was selected as a director.
 

As a director, Mr. Narayen will participate in the standard compensation plan for non-employee directors. Pursuant to that plan, non-employee directors receive a prorated retainer fee ($50,000 for fiscal 2010) and a restricted stock unit grant valued at $400,000 with the number of shares to be determined based on the stock price on the date of grant. The retainer payment date and grant date will be the date of the first board meeting he attends.

 
There are no relationships or related party transactions between Mr. Narayen and the company that would be required to be reported under Section 404(a) of Regulation S-K.
 
A copy of the press release issued on September 29, 2009, announcing Ms. Krawcheck’s resignation from the Board and Mr. Narayen’s appointment to the Board, is attached as Exhibit 99.1.

Item 9.01 - Financial Statements and Exhibits.

 

(d)      Exhibits.

 
99.1

Press Release issued by Dell Inc., dated September 29, 2009.

 

2

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.

 

DELL INC.

 

 

Date: September 29, 2009 By:

/s/ Janet B. Wright

Janet B. Wright

Assistant Secretary

3

EXHIBIT INDEX

Exhibit

No.

Description of Exhibit

99.1 Press Release issued by Dell Inc., dated September 29, 2009

4

EX-99.1 2 a6060940-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Shantanu Narayen Appointed to Dell Board;
Sallie Krawcheck Resigns as Company Director

ROUND ROCK, Texas--(BUSINESS WIRE)--September 29, 2009--Dell announced today that Shantanu Narayen, president and chief executive officer of Adobe, has been appointed to the company’s board of directors. Mr. Narayen, 46, joins the board immediately and will stand for election at Dell’s next shareholders meeting.

“As CEO of one of the world’s largest and most diversified software companies, Shantanu will provide us with valuable insight as we develop and deliver IT solutions to customers,” said Michael Dell, chairman and CEO. “In addition, he brings strong operational expertise and experience, leading a company known for its innovative culture and growth.”

Mr. Narayen has been CEO of Adobe since December 2007, after serving as Adobe’s president and COO, responsible for day-to-day global operations, product research and development, marketing, and corporate development. He held key product research and development positions at Adobe, including for worldwide products, product development and engineering technology. Before joining Adobe in 1998, Mr. Narayen was co-founder of Pictra Inc., a pioneer in digital photo-sharing over the Internet; led desktop and collaboration products at Silicon Graphics Inc.; and held senior management positions at Apple Inc.

Separately, the company said Sallie L. Krawcheck is resigning from the Dell board. According to Ms. Krawcheck, the move will allow her to focus more fully on her responsibilities as president of Global Wealth and Investment Management for Bank of America. Ms. Krawcheck has been a board member since July 2006. Her resignation is effective Sept. 30.

“Sallie’s guidance has been important to the board and to Dell, especially in her work on the board’s finance committee,” Mr. Dell said. “I’m very appreciative of her service and support to Dell.”

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services they need and value. For more information, visit www.dell.com.

CONTACT:
Dell Inc.
Media Contacts: 512-728-4100
Jess Blackburn, 512-728-8295
jess_blackburn@dell.com
or
David Frink, 512-728-2678
david_frink@dell.com
or
Investor Relations Contacts:
Robert Williams, 512-728-7570
robert_williams@dell.com
or
Shep Dunlap, 512-723-0341
shep_dunlap@dell.com

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