-----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, LWlcSIhVAbNFqGmWBwzj5G216t4flMCeJ4kdTEi/y4DU7M7jN4UnSekhzMU7K3Qx WrpMz+AvEPB3Qp4MXs5wzg== 0001157523-10-007233.txt : 20101208 0001157523-10-007233.hdr.sgml : 20101208 20101208165207 ACCESSION NUMBER: 0001157523-10-007233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101207 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101208 DATE AS OF CHANGE: 20101208 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: 101240303 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 a6539122.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): December 7, 2010

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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On December 7, 2010, Mr. Gerard J. Kleisterlee, President and Chief Executive Officer of Koninklijke Philips Electronics N.V. (Royal Philips Electronics), was appointed to the Board of Directors of Dell Inc. Mr. Kleisterlee will serve on the Board of Directors until the next annual meeting of stockholders, to be held in 2011, at which time his continued service will be subject to renomination and stockholder approval.
 
As a director, Mr. Kleisterlee will participate in the standard compensation plan for non-employee directors, as described in Dell's proxy statement filed with the Securities and Exchange Commission. Pursuant to that plan, in connection with their initial appointment to the Board of Directors, non-employee directors receive a prorated retainer fee (currently at an annual rate of $75,000) and a prorated restricted stock unit grant (currently at an annual value of $200,000), with the number of shares to be determined based on the stock price on the date of grant. The initial retainer payment date and such restricted stock grant date will be the date of the first Board meeting Mr. Kleisterlee attends.
 
A copy of the press release issued on December 8, 2010, announcing Mr. Kleisterlee’s appointment to the Board, is filed as Exhibit 99.1 to this report.

Item 8.01 – Other Events.

  On December 7, 2010, Alex J. Mandl, who has served as a Board member since 1997, was named independent presiding director of the Board, replacing Sam Nunn. Mr. Nunn is scheduled to retire from the Board in July 2011. As presiding director, Mr. Mandl has broad authority and responsibility to: (1) chair executive sessions of the independent directors; (2) confer with the members of the Board on meeting agendas; (3) advise on and, with the Chairman, set the agendas for Board meetings; (4) provide feedback to the Governance and Nominating Committee on the selection of committee chairs; (5) monitor and oversee corporate governance initiatives; (6) act as Chairman if Mr. Dell should have a conflict of interest; and (7) perform such other roles as are assigned by the Governance and Nominating Committee or the full Board of Directors.

Item 9.01 – Financial Statements and Exhibits.

(d)  Exhibits.

The following document is herewith filed as an exhibit to this report.

Exhibit No.         Description of Exhibit

Exhibit 99.1 –     Press Release issued by Dell Inc., dated December 8, 2010

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: December 8, 2010 By:

/s/ Janet B. Wright

Janet B. Wright

Vice President and Assistant Secretary
(Duly authorized officer)

3

EXHIBIT INDEX

Exhibit No.         Description of Exhibit

Exhibit 99.1 –     Press Release issued by Dell Inc., dated December 8, 2010

EX-99.1 2 a6539122-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Gerard Kleisterlee, President and CEO of Royal Philips Electronics, Appointed to Dell Board; Alex Mandl Named Lead Director

ROUND ROCK, Texas--(BUSINESS WIRE)--December 8, 2010--Dell announced today that Gerard Kleisterlee, president and CEO of Royal Philips Electronics, has been appointed to the company’s board of directors. Mr. Kleisterlee, 64, joins the board immediately and will stand for election at Dell’s next shareholder meeting.

“Gerard is CEO of one of the world’s most successful electronics companies and brings to us a broad global perspective based on his extensive management experience in Europe and Asia in all facets of Philips’ business,” said Michael Dell, chairman and CEO. “I’ve been impressed with his track record of listening closely to customers to deliver meaningful solutions in healthcare, lifestyle and consumer products. Careful listening and customer-centricity are core to Dell’s strategy, and we look forward to Gerard’s contributions as part of the Dell team.”

Mr. Kleisterlee has been president and CEO of Royal Philips Electronics since April 2001 and a member of the Group Management Committee since January 1999. He joined Philips’ Medical Systems division in 1974, where he held a number of positions in manufacturing management. From 1981 to 1986 he was the General Manager of Philips’ Professional Audio Product Group. He joined Philips Components in 1986 and was appointed Managing Director of Philips Display Components worldwide in 1994. He became President of Philips Taiwan and Regional Manager for Philips Components in Asia-Pacific in 1996. From September 1997 to June 1998 he was also responsible for all activities of the Philips Group in China. He returned to Europe in 1999 as CEO of Philips’ Components division. He was appointed chief operation officer of Philips in September 2000 before assuming his current role the following year.

Born in Germany, Mr. Kleisterlee attended Eindhoven Technical University in the Netherlands and holds a degree in Electronic Engineering. He received an honorary doctorate from the Catholic University of Leuven, Belgium in 2005. Among his memberships, Mr. Kleisterlee has served as a member of the Asia Business Council and the Dutch Innovation Platform, which was chaired by the Prime Minister of the Netherlands.

Separately, Dell also announced that Alex Mandl, a board member since 1997, has been named independent presiding director of the board, replacing Sam Nunn. Mr. Nunn is scheduled to retire from the board in July 2011. As presiding director, Mr. Mandl’s responsibilities include the authority to chair executive sessions of the independent directors; confer with other members on agenda items and, with the Chairman, set the agendas for Board meetings; provide feedback to the governance committee and the nominating committee on the selection of committee chairs; monitor and oversee corporate governance initiatives, and act as chairman if the Chairman has a conflict of interest.

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
Media Contacts: 512-728-4100
David Frink, 512-728-2678
david_frink@dell.com
or
Jess Blackburn, 512-728-8295
jess_blackburn@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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