DEF: Dell Technologies Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Dell Technologies will hold its 2025 Annual Meeting of Stockholders virtually on June 26, 2025, to vote on director elections, ratification of the independent accounting firm, and executive compensation.

Summary

• Dell Technologies will hold its 2025 Annual Meeting of Stockholders virtually on June 26, 2025.
• Stockholders will vote on the election of eight directors (seven Group I and one Group IV), the ratification of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for the fiscal year ending January 30, 2026, and a non-binding advisory vote on executive compensation.
• The Board of Directors recommends voting for all director nominees and for the ratification of PwC and the approval of executive compensation.
• Full-year financial results for Fiscal 2025 included net revenue of $95.6 billion, operating income of $6.2 billion, non-GAAP operating income of $8.5 billion, diluted EPS of $6.38, non-GAAP diluted EPS of $8.14, and shareholder return of $3.9 billion through share repurchases and dividends.
• The record date for determining stockholders eligible to vote is April 30, 2025.
• The Notice of Internet Availability of Proxy Materials was first distributed on or about May 16, 2025, with full proxy materials being mailed to some stockholders around May 23, 2025.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial results and strategic positioning for future growth, indicating a favorable sentiment.

Positives

• Dell Technologies delivered strong operating results in Fiscal 2025, including $95.6B in net revenue and $8.5B in non-GAAP operating income.
• The company returned $3.9B to shareholders through share repurchases and dividends.
• The Board is committed to robust dialogue with stockholders and has strengthened its governance profile by establishing a Lead Independent Director role and increasing the percentage of independent directors on the Board to 75%.

Future Outlook

Dell Technologies is well-positioned to capture growth across every segment of its business and extend AI from the largest at-scale cloud service providers into enterprise workloads and out to the edge with the PC.

Management Comments

• We are extremely well positioned to capture growth across every segment of our business and extend AI from the largest at-scale cloud service providers into enterprise workloads and out to the edge with the PC, according to Michael S. Dell, Chairman and CEO.

Industry Context

The focus on AI and edge computing aligns with current industry trends, as companies increasingly seek to leverage AI for enterprise solutions and distribute computing power closer to the source of data.

Comparison to Industry Standards

• Comparing Dell's performance to industry peers like HP, Lenovo, and Apple, Dell's revenue and operating income provide a benchmark for its market position and profitability.
• For example, HP's focus on personal systems and printing, Lenovo's strength in PCs and mobile, and Apple's premium product strategy offer different models for comparison.
• Dell's $3.9 billion shareholder return can be compared to similar capital allocation strategies of companies like IBM and Microsoft, which also prioritize returning value to shareholders through dividends and share repurchases.

Related Party Transactions

• Mr. Dell reimburses the Company for costs related to personal security protection provided to Mr. Dell and his family.
• Entities affiliated with DFO Management LLC purchase products or services from Dell Technologies on standard commercial terms.
• Dell Technologies has a sponsorship arrangement with the Austin Gamblers, a professional bull-riding team that is majority-owned by Egon Durban, a director of the Company.
• Immediate family members of three of our executive officers are employed by Dell Technologies.
• Entities affiliated with Silver Lake purchase products or services from Dell Technologies on standard commercial terms.
• The Vanguard Group purchases products or services from Dell Technologies on standard commercial terms.
• BlackRock, Inc. and certain of its affiliates purchase products or services from Dell Technologies on standard commercial terms.

Stakeholder Impact

• Shareholders are encouraged to participate in the annual meeting and vote on key proposals.
• Employees are impacted by the executive compensation program and benefit plans.
• Customers and suppliers are indirectly impacted by the company's overall financial performance and strategic direction.

Next Steps

• Stockholders are encouraged to read the proxy statement and submit their proxy or voting instructions.
• Stockholders can attend the virtual annual meeting on June 26, 2025, to listen to the meeting live, submit questions, and vote online.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Executive Compensation, PricewaterhouseCoopers, Governance, Financial Performance, Shareholder Return, Dell Technologies