0001157523-11-005331.txt : 20110909 0001157523-11-005331.hdr.sgml : 20110909 20110909102346 ACCESSION NUMBER: 0001157523-11-005331 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110908 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: 20110909 DATE AS OF CHANGE: 20110909 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: 111082392 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 a6855400.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 8, 2011


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 September 8, 2011, the Board of Directors of Dell Inc., upon the recommendation of its governance and nominating committee, appointed Ms. Janet Clark, Executive Vice President, Treasurer and Chief Financial Officer of Marathon Oil Corporation, Ms. Laura Conigliaro, retired Partner at The Goldman Sachs Group, Inc., and Mr. Ken Duberstein, Chairman and Chief Executive Officer of The Duberstein Group, Inc., to the Board of Directors. On the same date, the Board of Directors, appointed Ms. Clark to the audit committee, Ms. Conigliaro to the finance committee, and Mr. Duberstein to the governance and nominating committee.  Each new director will serve on the Board of Directors from the appointment date until the next annual meeting of stockholders, to be held in 2012, at which time the director’s continued service will be subject to renomination and stockholder approval.

 

Ms. Clark, Ms. Conigliaro, and Mr. Duberstein each will participate in Dell’s compensation plan for non-employee directors, as described in the company’s annual meeting proxy statement filed with the Securities and Exchange Commission on May 26, 2011. Pursuant to that plan, in connection with their initial appointment to the Board of Directors, non-employee directors receive a prorated annual retainer fee (currently at an annual rate of $75,000) and a prorated restricted stock unit grant (currently at an annual value of $210,000), 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 of Directors meeting attended by each new appointee. The restricted stock units will be issued pursuant to Dell’s Amended and Restated 2002 Long-Term Incentive Plan.

 

A copy of Dell’s press release issued on September 9, 2011 announcing the appointments of Ms. Clark, Ms. Conigliaro, and Mr. Duberstein to the Board of Directors is filed as Exhibit 99.1 to this report.

 
 


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 September 9, 2011


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 9, 2011

By:

/s/ Janet B. Wright

Janet B. Wright

Vice President and Assistant Secretary
(Duly authorized officer)


EXHIBIT INDEX

Exhibit No.      Description of Exhibit

 

Exhibit 99.1

Press Release issued by Dell Inc., dated September 9, 2011

EX-99.1 2 a6855400ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Dell Appoints Three New Members to Its Board of Directors

  • Janet Clark, executive vice president, treasurer and CFO, Marathon Oil Corporation
  • Laura Conigliaro, retired partner, Goldman Sachs
  • Ken Duberstein, chairman and CEO, The Duberstein Group

ROUND ROCK, Texas--(BUSINESS WIRE)--September 9, 2011--Dell today announced the appointment of three new members to its Board of Directors, effective immediately. The new members are: Janet Clark, executive vice president, treasurer and chief financial officer, and a member of the executive committee of Marathon Oil Corporation; Laura Conigliaro, recently retired from her role as partner at Goldman Sachs; and Ken Duberstein, chairman and CEO of The Duberstein Group.

“Janet Clark, Laura Conigliaro and Ken Duberstein collectively bring extensive experience in finance, accounting, IT industry insight, public policy, enterprise solutions strategy and management, which will benefit Dell as we continue to expand our role as a technology solutions company,” said Michael Dell, chairman and CEO. “We are fortunate to have them join our company’s board and we look forward to working with them.”

Ms. Clark, 56, will serve on the board’s audit committee. She joined Marathon Oil in 2004 and serves as executive vice president, treasurer and CFO. She previously served as senior vice president and CFO for Nuevo Energy and was CFO and executive vice president of Corporate Development and Administration for Santa Fe Snyder. She holds a bachelor’s degree in economics from Harvard University and an MBA in finance from the Wharton School of the University of Pennsylvania.

Ms. Conigliaro, 65, will join the board’s finance committee. She recently retired as a partner at Goldman Sachs, which she joined in 1996, and was the co-head of the firm’s Americas equity research unit. In addition to covering the hardware systems sector, Ms. Conigliaro served as the technology investment research business unit leader for Goldman Sachs. She also developed a specialized expertise covering enterprise server and storage companies. Prior to Goldman Sachs, Ms. Conigliaro was a computer and design automation analyst at Prudential. She holds a Bachelor of Arts from Boston University and an MBA from Fairleigh Dickinson University.

Mr. Duberstein, 67, will serve on the board’s governance and nominating committee. He is chairman and CEO of The Duberstein Group, Inc., an independent strategic planning and consulting company advising leading corporations and a select group of trade associations. Mr. Duberstein served as a key member of the Reagan Administration as White House Chief of Staff, Deputy Chief of Staff and assistant to the President for Legislative Affairs. In 1989, he was awarded the President's Citizens Medal by President Reagan. He also serves as a director on the boards of the Boeing Company, ConocoPhillips and the Travelers Companies. Mr. Duberstein holds a bachelor’s degree from Franklin and Marshall College and a master’s from American University. He received an honorary Doctor of Laws degree from Franklin and Marshall.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers innovative technology and services that give them the power to do more. For more information, visit www.dell.com.

Dell is a trademark of Dell Inc. Dell disclaims any proprietary interest in the marks and names of others.

CONTACT:
Dell
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or
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or
Investor Relations Contacts:
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or
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or
David Mehok, 512-728-4225
david_mehok@dell.com