DEF 14A of Dell Technologies Inc., May 15, 2026

DEF 14A of Dell Technologies Inc.

Filed May 15, 2026 · FY20260001193125-26-226734

Open on EDGAR

  1. Richard J. Rothberg

    | Compensation of Executive Officers | 94 | | Fiscal 2026 Summary Compensation Table | 94 | | Fiscal 2026 Grants of Plan-Based Awards | 97 | | Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End | 99 | | Fiscal 2026 Option Exercises and Stock Vested | 101 | | Stock Incentive Plan | 101 | | Other Benefit Plans | 102 | | Payments Upon Termination of Employment or Change in Control | 102 | | Pay Ratio Disclosure | 104 | | Pay Versus Performance Disclosure | 105 | | Equity Compensation Plan Information | 111 | | Report of the Audit Committee | 112 | | Security Ownership of Certain Beneficial Owners and Management | 113 | | Transactions With Related Persons | 117 | | Policy for Review and Approval of Transactions With Related Persons | 117 | | Transactions With Michael S. Dell and Other Related Persons | 118 | | Transactions With Other Principal Stockholders | 118 | | Relationships and Transactions Under Other Stockholder Agreements and Arrangements | 119 | | Questions and Answers About the Annual Meeting | 121 | | Additional Information | 129 | | Director Nomination Process | 129 | | Shareholder Proposals for Next Year’s Annual Meeting | 130 | | Stockholders Sharing the Same Last Name and Address | 130 | | Availability of Annual Report on Form 10-K | 131 | | Other Matters | 131 | | Annex A – Certain Definitions | A-1 | | Annex B – Reconciliation of Non-GAAP Financial Measures | B-1 | | Annex C – Plan of Conversion | C-1 | | Annex D – Redomestication Resolution | D-1 | | Annex E – Form of Texas Charter of Dell Technologies Inc. | E-1 | | Annex F – Form of Texas Bylaws of Dell Technologies Inc. | F-1 | | Annex G – Sixth Amended and Restated Certificate of Incorporation of Dell Technologies Inc. | G-1 | | Annex H – Third Amended and Restated Bylaws of Dell Technologies Inc. | H-1 |

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    on our website at http://investors.delltechnologies.com under the News & Events – Upcoming Events section and at www.proxyvote.com.

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    | Proposal 1 – Election of Directors |

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    In this Proposal 1, the Board is asking stockholders to vote for the election of Michael S. Dell, David W. Dorman, Egon Durban, David Grain, William D. Green, Ellen J. Kullman, and Steven M. Mollenkopf to the Board as Group I directors, and for the election of Lynn Vojvodich Radakovich to the Board as the Group IV director. Each director nominee is currently serving as a member of our Board. Each of the seven Group I director nominees was elected to the Board at the 2025 annual meeting of stockholders and is currently serving as a Group I director. The Group IV director nominee was also elected to the Board at the 2025 annual meeting of stockholders and is currently serving as the Group IV director. Class C Vote for Group IV Director Holders of the Class C common stock, voting separately as a series, will elect the Group IV director. On the recommendation of the Nominating and Governance Committee, the Board has unanimously nominated Lynn Vojvodich Radakovich for reelection as the Group IV director because of the perspective she brings to corporate governance from her extensive leadership and operating experience and international business expertise as a senior executive and her service as an independent director of Dell Technologies and other major public companies. Ms. Vojvodich Radakovich currently serves as a member of the Audit Committee and chair of the Compensation Committee. Director Groups The Board is currently composed of eight members, seven of whom are Group I directors and one of whom is the Group IV director. Under our certificate of incorporation, the number of Group I directors may be no fewer than three or more than 20 directors and will be determined in accordance with our bylaws. The bylaws provide that the total number of directors will be fixed by resolution of the Board and may be no fewer than three directors or more than 21 directors, provided that the number of Group I directors may be no fewer than three directors or more than 20 directors and there shall be one director acting as the Group IV director. Elections of the members of the Board are held annually at the annual meeting of stockholders. Each director is elected for a term commencing on the date of such director’s election and ending on the date on which the director’s successor is elected and qualified. Under the certificate of incorporation, each Group I director is elected annually by the holders of all series of our outstanding common stock, voting together as a single class. The Group IV director is elected annually by the holders of Class C common stock, voting separately as a series. Director Nominees Each nominee for election as a director at the annual meeting has consented to be named as a nominee in this proxy statement and to serve as a director if elected. If any nominee is unavailable for election or unable to serve upon election, the Company’s proxy holders will vote the shares of common stock for which they have received validly executed proxies for any substitute nominee designated by the Board, unless the Board chooses to reduce the number of authorized directors in accordance with our bylaws and certificate of incorporation, or to leave unfilled the resulting vacancy on the Board. Biographical and qualification information about each of the nominees is included under “– Director Qualifications and Information.” The Board’s recommendation of its director nominees is based on the terms of the Dell Technologies certificate of incorporation and the Sponsor Stockholders Agreements described below and on the Board’s carefully considered judgment that the qualifications and experience of the nominees, particularly in areas relevant to Dell Technologies’ strategy and operations, make them suitable candidates to serve on the Board. Dell Technologies believes that our Board should reflect a multitude of perspectives and backgrounds and should take into consideration a broad range of factors when assessing candidates. As disclosed in our Corporate Governance Guidelines, the

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    Board seeks to include in the candidate pool from which director nominees are chosen highly qualified individuals who would enhance the Board’s breadth of skills, viewpoints, and qualifications.

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    | | The Board of Directors unanimously recommends a vote “FOR” each of the Board’s nominees for director. |

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    Vote Required Election of each nominee as a director requires a plurality of the votes cast with respect to shares present and entitled to vote on the election of directors. Director Qualifications and Information Director Qualifications – The Board believes that individuals who serve on the Board should have demonstrated notable or significant achievements in business, education or public service; should possess the requisite intelligence, education, experience and judgment to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and should have the highest standards of ethics and integrity, a strong sense of professionalism and an intense dedication to serving the interests of Dell Technologies’ stockholders. A primary responsibility of the Nominating and Governance Committee is to assess the skills and experiences of director candidates and to propose for nomination those individuals that the committee believes will exercise effective leadership and oversight of management in pursuing Dell Technologies’ business strategy. The following are qualifications, experience, and skills for Board members that are important to Dell Technologies’ current and future business:

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    | • | Leadership and Strategy – Dell Technologies seeks directors who demonstrate extraordinary leadership qualities. The relevant leadership experience Dell Technologies seeks includes a past or current leadership role in a major public company, recognized privately held entity, or prominent educational institution; a past elected or appointed senior government position; or a past or current senior managerial or advisory position with a highly visible non-profit organization. |

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    | • | Financial Literacy – Dell Technologies believes that all directors should possess an understanding of finance and related corporate reporting processes. Dell Technologies also seeks to ensure that the Board includes directors who qualify as an “audit committee financial expert,” as defined in the SEC’s rules, for potential service on the Audit Committee. The Board has determined that William Green qualifies as an “audit committee financial expert.” |

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    | • | Technology Industry Experience – Dell Technologies seeks directors who have relevant industry experience. Dell Technologies values experience in areas in which it places strategic importance, including new or expanding businesses, and customer segments or geographies; deep understanding of or a special perspective concerning Dell Technologies’ business environments; and experience with or an established reputation among a broad subset of Dell Technologies’ customer base. |

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    | • | International Experience – Given its global operations and footprint, Dell Technologies seeks directors who have experience attained through key leadership or management roles in a global business or responsibility for non-U.S. operations. |

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    | • | Risk Management – Dell Technologies seeks directors who have experience identifying, managing and mitigating risk in enterprise operations, which the Board views as a critical area of oversight in executing its strategy. |

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    | • | Emerging Technologies – Dell Technologies seeks directors who possess knowledge and insights into developing or implementing emerging technologies, product development in the emerging technologies sector, or anticipating technological trends and driving innovation, including through the responsible integration of artificial intelligence (“AI”). |

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    | • | Manufacturing and Operations Expertise – Dell Technologies seeks directors who have relevant experience in manufacturing and supply chain operations and who can exercise effective oversight of processes essential to the creation and marketing of our products. |

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    | • | Sales, Marketing and Brand Management – Dell Technologies seeks directors who have experience leading or developing and implementing enterprise-level strategy for the sales, marketing, customer engagement, and brand management functions of a public company or recognized privately held entity. The Board believes this experience can provide valuable insight into evolving market platforms and practices to support the Company’s customer-focused strategy. |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | • | Regulatory Compliance – Dell Technologies seeks directors who possess knowledge of and experience with navigating complex legal and regulatory issues, compliance obligations and governmental policies in multiple jurisdictions, including engagement with legislators and regulatory bodies, which the Board views as critical to its oversight function during times of increased volatility and uncertainty in global politics and economics. |

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    | • | Capital Allocation and Strategic Transactions – Dell Technologies seeks directors who possess knowledge of and experience with capital allocation strategies, organic and inorganic growth strategies, strategic transactions, and M&A at public companies or recognized privately held entities. Board members with experience in capital allocation and strategic transactions enhance the decision-making processes critical to completing complex transactions. |

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    The matrix below shows how the director nominees contribute the various skills, experiences, and perspectives the Board considers important.

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    | Skill | Michael S. Dell | David W. Dorman | Egon Durban | David Grain | William D. Green | Ellen J. Kullman | Steven M. Mollenkopf | Lynn Vojvodich Radakovich | | Core Competencies | | | | | | | | | | Leadership and Strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Board Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Literacy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology Industry Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Skills and Experience | | | | | | | | | | Emerging Technologies | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Manufacturing and Operations Expertise | ✓ | | | ✓ | ✓ | | ✓ | ✓ | | Sales, Marketing and Brand Management | | ✓ | | | ✓ | | ✓ | ✓ | | Regulatory Compliance | | ✓ | | | ✓ | ✓ | | | | Capital Allocation and Strategic Transactions | ✓ | | ✓ | ✓ | ✓ | | ✓ | | | Diverse Background | | | | ✓ | | ✓ | | ✓ |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    Set forth below is biographical information, as of May 1, 2026, about the persons whom the Board has nominated for election at the annual meeting and the qualifications, experience, and skills the Board considered in determining that each person should serve as a director:

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    | | | MICHAEL S. DELL Experience: Mr. Dell serves as Chairman of the Board and Chief Executive Officer of Dell Technologies. Mr. Dell served as Chief Executive Officer of Dell Inc., a wholly-owned subsidiary of Dell Technologies, from 1984 until July 2004 and resumed that role in January 2007. In 1998, Mr. Dell formed MSD Capital, L.P., now DFO Management, LLC, a private investment firm, that exclusively manages the capital for the Dell family, and, in 1999, established his family foundation, the Michael & Susan Dell Foundation, with the mission of building pathways that change lives throughout the world. Mr. Dell is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. Mr. Dell serves as a member of the Technology CEO Council and is a member of the Business Roundtable. He also serves on the advisory board of Tsinghua University’s School of Economics and Management in Beijing, China and on the governing board of the Indian School of Business in Hyderabad, India. He is Chairman of the BDT & MSD Advisory Board, a merchant bank with an advisory and investment platform built to serve the distinct needs of business owners and strategic, long-term investors. In June 2014, Mr. Dell was named the United Nations Foundation’s first Global Advocate for Entrepreneurship. Prior Public Company Board Memberships: Mr. Dell was Chairman of the Board of Directors of VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies, from September 2016 until it was acquired by Broadcom Inc. in November 2023. He was also Non-Executive Chairman of SecureWorks Corp., a global provider of intelligence-driven information security solutions that was formerly a public majority-owned subsidiary of Dell Technologies, from December 2015 until it was acquired by Sophos Inc. in February 2025. Qualifications: The Board selected Mr. Dell to serve as a director because of his leadership experience as founder of Dell Inc. and Chairman and Chief Executive Officer of Dell Technologies and his technology industry experience. | | Group I Director Age: 61 Director since: October 2013 | | |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | | | DAVID W. DORMAN Experience: Mr. Dorman has been a Founding Partner of Centerview Capital Technology (“Centerview”), a private investment firm, since July 2013. Before his association with Centerview, Mr. Dorman served as a Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm, from October 2006 through April 2008, and in a number of positions with AT&T Corp. (“AT&T”), a global telecommunications company, from 2000 to 2006. Mr. Dorman joined AT&T as President in December 2000 and was named Chairman and Chief Executive Officer in November 2002, a position he held until November 2005, and served as President and a director of AT&T from November 2005 to January 2006. Before his appointment as President of AT&T, Mr. Dorman served as Chief Executive Officer of Concert Communications Services, a global venture created by AT&T and British Telecommunications plc, from 1999 to 2000, and as Chief Executive Officer and Chairman of Pacific Bell Telephone Company from 1994 to 1997. Mr. Dorman is Emeritus Trustee on the Georgia Tech Foundation Board of Trustees and a board member of Somewear Labs, Inc., a satellite communications platform provider. Other Public Company Board Memberships: Mr. Dorman has served as a director of PayPal Holdings, Inc., a digital payments system operator, since July 2015 and as the Independent Board Chair of the company since February 2026. Prior Public Company Board Memberships: Mr. Dorman was Non-Executive Chairman of the Board of CVS Health Corporation, a pharmacy healthcare provider, from May 2011 to May 2022 and a director of CVS Health Corporation from March 2006 to May 2022. Mr. Dorman served as Chairman of the Board of Infoworks.io, an enterprise software company, from January 2019 to December 2024. Qualifications: The Board selected Mr. Dorman to serve as a director because of his expertise in management, finance and strategic planning and because of his public company board and committee experience. | | Group I Director Age: 72 Director since: September 2016 Board committees: • Nominating and Governance | | |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | | | EGON DURBAN Experience: Mr. Durban has been a member of the Board of Dell Technologies since the closing of Dell Inc.’s going-private transaction in October 2013. Mr. Durban is Co-CEO of Silver Lake, a global technology investment firm. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. Before joining Silver Lake, Mr. Durban worked in the investment banking division of Morgan Stanley, a global diversified financial services firm. Mr. Durban currently serves on the Business Council and the Business Roundtable. Other Public Company Board Memberships: Mr. Durban serves on the boards of directors of TKO Group Holdings, Inc., a premium sports and entertainment company, and Unity Software Inc., a company that provides a real-time development platform. Prior Public Company Board Memberships: Previously, Mr. Durban served on the boards of directors of VMware, Inc., a cloud infrastructure and digital workspace technology company that was formerly a public majority-owned subsidiary of Dell Technologies, from September 2016 until it was acquired by Broadcom Inc. in November 2023, and Twitter, Inc., a social networking service, from March 2020 to October 2022. He also served on the boards of directors of Motorola Solutions, Inc., a global provider of communication infrastructure, devices, accessories, software and services, from August 2015 to May 2024. Until they became private companies, Mr. Durban served on the boards of directors of Qualtrics International Inc., a leading customer experience management platform software company, from February 2021 to June 2023, and Endeavor Group Holdings, Inc., an entertainment, sports and content company, from May 2012 to March 2025. Qualifications: The Board selected Mr. Durban to serve as a director because of his experience in technology and finance, his knowledge of and experience in global strategic leadership, and his management of multiple companies. | | Group I Director Age: 52 Director since: October 2013 | | |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | | | DAVID GRAIN Experience: Mr. Grain is the founder and Chief Executive Officer of Grain Management LLC, a private equity firm focused on global investments in the media and communications sectors. Before founding Grain Management LLC in 2007, he served as the President of Global Signal, Inc., an independent wireless communication tower company, from 2002 to 2006. From 2000 to 2003, Mr. Grain served as Senior Vice President of the New England Region of AT&T Broadband, the digital video, internet and digital phone service arm of AT&T Corp., a global telecommunications company. Earlier in his career, Mr. Grain worked for over a decade in the financial services industry, most recently at Morgan Stanley, a global diversified financial services firm, from 1992 to 2000. At Morgan Stanley, he focused on the telecommunications, media and technology sectors. Mr. Grain is vice chair of the Advisory Council of the National Museum of African American History and Culture, board chair of the Martha’s Vineyard Museum, and a member of the Dartmouth Board of Trustees. Other Public Company Board Memberships: Mr. Grain serves as a director of Southern Company, a gas and utility holding company, and New Fortress Energy Inc., an integrated liquified natural gas company. Qualifications: The Board selected Mr. Grain to serve as a director because of his leadership and operating background, his expertise in finance and risk management, and his public company board experience. | | Group I Director Age: 63 Director since: September 2021 Board committees: • Audit | | |

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    | | | WILLIAM D. GREEN Experience: Mr. Green served as a director of EMC Corporation (“EMC”), from July 2013 to August 2016, before EMC was acquired by Dell Technologies, and as EMC’s Independent Lead Director from February 2015 to August 2016. Mr. Green served as Chairman of the Board of Accenture plc, a global management consulting, technology services and outsourcing company, from August 2006 until his retirement in February 2013, and as Chief Executive Officer of that company from September 2004 to December 2010. He was elected as a partner of Accenture plc in 1986. Mr. Green previously served as Co-Chief Executive Officer and Co-Chairman of GTY Technology Holdings Inc., a public sector software-as-a-service (SaaS) company, from September 2016 to February 2019. Other Public Company Board Memberships: Mr. Green is a member of the board of directors of S&P Global Inc., a company that provides financial ratings, benchmarks, analytics and data. Prior Public Company Board Memberships: Mr. Green was a board member of Inovalon Holdings, Inc., a company that provides data analytics, intervention and reporting platforms to the healthcare industry, from 2016 until it merged with Ocala Bidco in November 2021 and was a director of GTY Technology Holdings Inc., a provider of cloud software solutions for the public sector, from September 2016 to February 2022. Qualifications: The Board selected Mr. Green to serve as a director because of his leadership and operating experience, his understanding of the information technology industry, and his international business expertise. | | Group I Director Age: 72 Director since: September 2016 Board committees: • Audit (Chair) | | |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | | | ELLEN J. KULLMAN Experience: Mrs. Kullman has been the Executive Chair of Carbon, Inc., a 3D printing company, since June 2022. Mrs. Kullman served as President and Chief Executive Officer of Carbon, Inc. from November 2019 to June 2022, and has been a member of its board of directors since 2016. Mrs. Kullman previously served as Chief Executive Officer of E. I. du Pont de Nemours and Company (“DuPont”), a provider of basic materials and innovative products and services for diverse industries, from January 2009 to October 2015 and as Chair of DuPont from December 2009 to October 2015. She served as President of DuPont from October 2008 to December 2008 and as Executive Vice President of DuPont from June 2006 to September 2008. Before her service in those positions, Mrs. Kullman was Group Vice President-DuPont Safety & Protection. She has served as Chair of the US-China Business Council, a member of the US-India CEO Forum and on the executive committee of the Business Council. She is a member of the National Academy of Engineering and co-chaired the organization’s Committee on Changing the Conversation: From Research to Action. She is a member of the board of trustees of Northwestern University and serves on the board of advisors of Tufts University School of Engineering. Other Public Company Board Memberships: Mrs. Kullman serves as a director of Amgen Inc., a developer and manufacturer of human therapeutics, and The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. Qualifications: The Board selected Mrs. Kullman to serve as a director because of her leadership and operating experience, her experience with technology and product development, and her expertise implementing global business strategy. | | Lead Independent Director and Group I Director Age: 70 Director since: September 2016 Board committees: • Nominating and Governance (Chair) | | |

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    | | | STEVEN M. MOLLENKOPF Experience: Mr. Mollenkopf served from March 2014 to June 2021 as the Chief Executive Officer of Qualcomm Incorporated (“Qualcomm”), an engineering-driven, high-technology manufacturing company and a global leader in the development and commercialization of foundational technologies for the wireless industry. Mr. Mollenkopf began his career at Qualcomm as an engineer over 25 years ago and held several leadership roles at Qualcomm prior to being named Chief Executive Officer, including President, Chief Operating Officer, and head of QCT, Qualcomm’s chipset business. Mr. Mollenkopf served as Special Advisor to Qualcomm from June 2021 to January 2023. Since his service at Qualcomm, he has acted as Senior Advisor to Consello Group, a financial services advisory and strategic investing platform. Other Public Company Board Memberships: Mr. Mollenkopf has served as a director of The Boeing Company, a leading global aerospace firm, since April 2020 and as Independent Chair of the Board of the company since March 2024. Prior Public Company Board Memberships: Mr. Mollenkopf was a director of Qualcomm from December 2013 to June 2021. Qualifications: The Board selected Mr. Mollenkopf to serve because of his extensive international leadership and operating experience, his deep understanding of the technology industry and his complex manufacturing expertise. | | Group I Director Age: 57 Director since: September 2023 Board committees: • Compensation | | |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | | | LYNN VOJVODICH RADAKOVICH Experience: Ms. Vojvodich Radakovich is an advisor to start-up and growth-stage technology companies. She served as Executive Vice President and Chief Marketing Officer of Salesforce.com, Inc. (“Salesforce”), one of the world’s largest enterprise software companies and a global leader in customer relationship management, from September 2013 to February 2017. Before serving at Salesforce, she was a partner at the venture capital firm Andreessen Horowitz, where she helped portfolio companies accelerate their go-to-market strategies and Global 1000 companies advance their digital agendas. Ms. Vojvodich Radakovich previously held marketing leadership roles at global enterprise software companies, including Microsoft Corporation, BEA Systems, Inc. (before its acquisition by Oracle Corporation) and Terracotta Inc. (before its acquisition by Software AG). Ms. Vojvodich Radakovich began her career as a mechanical engineer working on the design and construction of Gulfstream jets and offshore oil structures, and later worked with Bain & Company, an international consulting firm. Other Public Company Board Memberships: Ms. Vojvodich Radakovich serves on the boards of directors of Booking Holdings Inc., a global provider of online travel and related services, Ford Motor Company, and Figma, Inc., a web-based design collaboration platform. Qualifications: The Board selected Ms. Vojvodich Radakovich to serve as a director because of her leadership and operating experience, her understanding of the software industry, and her international business expertise. | | Group IV Director Age: 58 Director since: April 2019 Board committees: • Audit • Compensation (Chair) | | |

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    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    Stockholder Arrangements Effective as of December 25, 2018, Dell Technologies and certain of its wholly-owned subsidiaries entered into a stockholders agreement (the “MD Stockholders Agreement”) with the MD stockholders (as defined in Annex A to this proxy statement) and into a stockholders agreement (the “SLP Stockholders Agreement”) with the SLP stockholders (as defined in Annex A to this proxy statement) and other named stockholders. We refer to the MD Stockholders Agreement and the SLP Stockholders Agreement as the “Sponsor Stockholders Agreements.” Pursuant to the Sponsor Stockholder Agreements, the MD stockholders and SLP stockholders have rights to nominate directors and obligations to vote for director nominees as further described below. Stockholder Rights to Nominate Directors – Under the Sponsor Stockholders Agreements, each of the MD stockholders and the SLP stockholders have the right to nominate a number of individuals for election as directors which is equal to (1) in the case where the MD stockholders and the SLP stockholders beneficially own more than 70% of the total voting power for the regular election of directors, which is their beneficial ownership status as of the date of this proxy statement, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon) who are not members of the Audit Committee, or (2) in the case where the MD stockholders and the SLP stockholders beneficially own 70% or less of the total voting power for the regular election of directors, the percentage of (x) the total voting power for the regular election of directors beneficially owned by the MD stockholders or by the SLP stockholders, as the case may be, multiplied by (y) the number of directors then on the Board (and any vacancy thereon), in each case rounded up to the nearest whole number. Further, so long as the MD stockholders or the SLP stockholders each beneficially own at least 5% of all outstanding shares of the common stock entitled to vote generally in the election of directors, each of the MD stockholders or the SLP stockholders, as applicable, are entitled to nominate at least one individual for election to the Board as a Group I director. Of the Group I director nominees proposed for election at this annual meeting, Mr. Dell, Mr. Dorman, Mr. Green and Mr. Mollenkopf have been designated for nomination by the MD stockholders and Mr. Durban has been designated for nomination by the SLP stockholders. The SLP Stockholders Agreement provides that, so long as the MD stockholders beneficially own, in the aggregate, common stock representing a majority of the total voting power of the outstanding common stock, which is their beneficial ownership status as of the date of this proxy statement, the SLP stockholders will use their reasonable best efforts to expand the size of the Board to up to 21 directors at the request of the MD stockholders. In addition, under the Sponsor Stockholders Agreements, if any person nominated by the MD stockholders or the SLP stockholders ceases to serve on the Board as a Group I director for any reason (except as a result of a reduction in the applicable stockholders’ right to nominate Group I directors under the relevant Sponsor Stockholders Agreement), the stockholders who nominated such Group I director are entitled to nominate a replacement so long as the stockholders are entitled to nominate at least one Group I director to the Board at such time. Under the MD Stockholders Agreement, for so long as the MD stockholders are entitled to nominate at least one Group I director, the MD stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board (except the Audit Committee), to the extent permitted by applicable law and stock exchange rules and subject to certain exceptions. Under the SLP Stockholders Agreement, the SLP stockholders have the same right as the MD stockholders to representation on Board committees for so long as they are entitled to nominate at least one Group I director. The SLP stockholders have waived their right to have a nominee serve on the Compensation Committee and on the Nominating and Governance Committee. Stockholder Obligations to Vote for Director Nominees – For so long as either the MD stockholders or the SLP stockholders have the right to nominate a Group I director or Group I directors under the applicable Sponsor Stockholders Agreement, each of Dell Technologies, the MD stockholders and the SLP stockholders are obligated to nominate such Group I director or Group I directors for election as part of the slate of directors that is included in Dell Technologies’ proxy statement and to provide the highest level of support for the election of such nominees as any of the foregoing provides to any other individual standing for election as a director. Each of the MD stockholders and the SLP stockholders also are obligated to vote in favor of each Group I director nominated by the MD stockholders or the SLP stockholders in accordance with the MD Stockholders Agreement or the SLP Stockholders Agreement, as applicable, unless the SLP stockholders elect to terminate such arrangements under the SLP Stockholders Agreement. Further, under the Sponsor Stockholders Agreements, none of the MD stockholders or the SLP stockholders may nominate or support any person who is not nominated by the MD stockholders or the SLP stockholders or the then-incumbent directors of Dell Technologies.

  39. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  40. on our website at http://investors.delltechnologies.com under the

    Share Class Structure We believe our multi-class share and controlled ownership structure provides stability in the leadership and management of the Company, facilitates a long-term time horizon and commitment to a multi-year strategy, including with respect to investments, and positions us to stay ahead of broader industry trends. This structure has successfully enabled us to prioritize innovation and invest in research and development as we create technologies that drive human progress in an increasingly complex environment, contributing to strong shareholder value creation. We regularly discuss our structure with Class C stockholders through direct engagement to emphasize its benefits for all stockholders and continue to hear support for the governance enhancements our Board has implemented, which we believe differentiate us from other controlled companies with multi-class share structures. Corporate Governance Stockholder Engagement – Dell Technologies is committed to maintaining robust and regular dialogue with our stockholders as a core tenet of our governance framework. We value direct engagement with stockholders through which we share updated information about our business, deepen our understanding of our investors’ priorities and share stockholder perspectives with our Board and management team for consideration in our decision-making.

  41. on our website at http://investors.delltechnologies.com under the

    | How We Engage | Dell Technologies utilizes various channels to engage with our stockholders on topics of mutual importance throughout the year: • Quarterly earnings communications • Securities analyst meetings • Investor conference presentations • Company-hosted investor events • Engagement with proxy voting and stewardship teams • Periodic perception studies to gauge investor sentiment • Regular meetings with current and potential stockholders and securities analysts via executive meetings, conference meetings, non-deal roadshows, and bus tours • Ongoing video, phone and e-mail communications to address investor inquiries | | What We Discuss | We discuss a range of topics relevant to our stockholders, including long-term business strategy, performance and outlook, macroeconomic factors related to the business, capital allocation, Board composition and practices, Board oversight of strategy and risks, corporate governance structure, executive compensation programs, and sustainability and human capital efforts. We also continue to hear support from our stockholders for our recent Board and governance enhancements, as described below. | | Who Participates | Communications with our stockholders are led by members of our management and investor relations teams and are supported by a range of functions across Dell Technologies. Our executive team, including our Chief Executive Officer, participates in meetings with our stockholders throughout the year. |

  42. on our website at http://investors.delltechnologies.com under the

    Enhanced Governance Practices As discussed in more detail below, as a controlled company, Dell Technologies is not required to comply with a number of the corporate governance requirements under the rules of the New York Stock Exchange (“NYSE”) that apply to non-controlled public companies, including maintaining a Board with a majority of independent directors and appointing standalone and fully independent compensation and nominating/corporate governance committees. The Board’s current determination to comply with these requirements voluntarily and adoption of other governance changes in recent years demonstrate our Board’s commitment to incorporate feedback and perspectives from our independent investors to further enhance our governance, policies and disclosures. In recent fiscal years, our Board has continued to strengthen our governance profile by:

  43. on our website at http://investors.delltechnologies.com under the

    | • | establishing the Lead Independent Director role; |

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    | • | approving independent director rotation for service as the Group IV director; |

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    | • | reconstituting the membership of the Nominating and Governance Committee to consist entirely of independent directors; |

  46. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | • | establishing a standalone Compensation Committee composed entirely of independent directors; |

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    | • | appointing an independent compensation consultant by the Compensation Committee; and |

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    | • | increasing the percentage of independent directors on the Board to 75%, following the addition of Mr. Mollenkopf as an independent director and the departure of Simon Patterson, a non-independent director. |

  50. on our website at http://investors.delltechnologies.com under the

    Corporate Impact At Dell Technologies, we are committed to driving human progress by putting our technology and expertise to work where we believe we can do the most good for both people and the planet. We take an integrated approach that drives long-term value for Dell Technologies and recognizes that all of our stakeholders, including stockholders, customers, suppliers, employees, and communities, are essential to our business. Our Board of Directors, directly and through its standing committees, oversees the establishment and maintenance of our governance, compliance and risk oversight processes and procedures to promote the conduct of our business with the highest standards of responsibility, ethics and integrity. The Board receives regular updates on corporate impact and environmental goals and the Company’s overall strategy from various management committees. To ensure an integrated perspective and approach, these management committees are composed of members from various teams across the Company, including representatives from corporate sustainability, human resources, philanthropy, security, ethics and privacy, supply chain audit, corporate affairs, government affairs, internal audit, legal, risk management, investor relations, accounting, finance, and product, operations and services. We are committed to transparency in our reporting, which is why we focus on the metrics that matter most to our stakeholders. Our approach to disclosure is informed by global standards and frameworks, and we continue monitoring and preparing for the evolving reporting landscape. For more information about our commitment to making business and societal impact, see our annual report on Form 10-K for the fiscal year ended January 30, 2026 accompanying this proxy statement, as well as the reports and content on the Corporate Impact page of our website. Board Evaluation – The Board conducts an annual self-evaluation that covers Board responsibilities, composition, process and information, as well as Board committee structure, composition and oversight. The self-evaluation process is led by the Lead Independent Director. The Lead Independent Director and Nominating and Governance Committee review the results of the evaluation with the full Board and identify ways to enhance Board processes, performance and effectiveness. Director Time Commitments – Each director must be willing and able to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively. While the Board acknowledges the value of having directors with significant experience in other businesses and activities, it also understands that effective service on the Dell Technologies Board requires a substantial commitment. Generally, a non-employee director should not simultaneously serve on more than six public company boards, including the Dell Technologies Board. The nature and extent of a director’s activities will be taken into account in determining the appropriateness of the director’s continued service on the Board. Each director is required to notify the Chairman before accepting a directorship or other position of responsibility with another company and before or promptly following a significant change in personal circumstances (including a change in employment or principal job responsibilities). The Board will review and evaluate the new circumstances and will determine whether the director’s continued service on the Board would be appropriate under those circumstances. Management Development and Succession Planning – The Board reviews and maintains a succession plan for Michael S. Dell, our CEO. The Nominating and Governance Committee evaluates potential successors to our CEO, including in the event of an emergency, and periodically reviews with our CEO and the Board recommendations regarding such potential successors. In addition, on an annual basis, our Chief Human Resources Officer presents to the Board a report on succession planning for other members of senior management and a report on management development. Corporate Governance Principles and Codes of Conduct – The Board is committed to achieving business success and increasing long-term stockholder value with the highest standards of integrity and ethics. In that regard, the Board has adopted the Dell Technologies Corporate Governance Principles, which reflect a set of core values that provide the foundation for our governance and management systems and our interactions with our stakeholders, and which we believe provide an effective corporate governance framework for the Company. The Board continues to evaluate Dell Technologies’ corporate governance policies and practices to ensure they are consistent with the Company’s focus on long-term value creation for stockholders. In connection with this effort, in recent years, the Board has taken actions as described above under “Enhanced Governance Practices” to enhance our governance arrangements.

  51. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  52. on our website at http://investors.delltechnologies.com under the

    Dell Technologies also maintains a Code of Conduct that applies to all of our directors, officers, and employees, as well as a Code of Ethics for Senior Financial Officers, an Accounting Code of Conduct, an ethics and compliance program, and a comprehensive internal audit program, which provides for the conduct of audits in accordance with the International Standards for the Professional Practice of Internal Auditing. Copies of the Corporate Governance Principles, Code of Conduct and Code of Ethics for Senior Financial Officers can be found on our website at http://investors.delltechnologies.com under the Governance & Leadership – Governance Documents section. Controlled Company Status – Dell Technologies’ Class C common stock is listed on the NYSE under the trading symbol “DELL.” As a result, Dell Technologies is subject to governance requirements under NYSE rules. Dell Technologies is a “controlled company” under NYSE corporate governance standards. The NYSE rules define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. Dell Technologies is a controlled company on the basis of Mr. Dell’s beneficial ownership of shares of our Class A common stock and Class C common stock representing more than 50% of the total voting power of our shares of common stock eligible to vote in the election of our directors. As a controlled company, Dell Technologies qualifies for exemptions from, and is entitled to elect not to comply with, certain corporate governance requirements under NYSE rules, including the requirement to have a board that is composed of a majority of independent directors and a compensation committee and a nominating/corporate governance committee that are each composed entirely of independent directors, in each case as director independence is defined under NYSE rules. Even though Dell Technologies is a controlled company, it is required to comply with the rules of the SEC and the NYSE relating to the membership, qualifications and operations of an audit committee, as discussed further below. Notwithstanding its eligibility for the exemption from these requirements, the Dell Technologies Board currently has a majority of independent directors and a compensation committee and a nominating and governance committee composed entirely of independent directors. If Dell Technologies ceases to be a controlled company and the Class C common stock continues to be listed on the NYSE, Dell Technologies would be required to comply with NYSE’s director independence requirements relating to the board of directors, a compensation committee and a nominating/corporate governance committee by the date its status changes or within specified transition periods. Board Leadership – The Dell Technologies bylaws provide that the Board will elect a Chairman to preside at all meetings of the Board at which he is present and to exercise such other responsibilities as the Board may prescribe from time to time. Both the Chairman and Chief Executive Officer positions are currently held by Mr. Dell. Our Corporate Governance Principles provide that the Board’s independent directors will elect a Lead Independent Director for a term of service of one year. The Board’s independent directors have elected Mrs. Kullman to serve as the Company’s Lead Independent Director. The Board has determined that its current structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director, together with the exercise of key oversight responsibilities by our independent directors, is in the best interests of Dell Technologies and our stockholders. The Board believes that maintaining combined Chairman and Chief Executive Officer positions is currently the most effective leadership structure for the Company given Mr. Dell’s in-depth knowledge of Dell Technologies’ business and industry, his ability to formulate and implement strategic initiatives, and his extensive contact with and knowledge of customers. As Chief Executive Officer, Mr. Dell is intimately involved in the day-to-day operations of the Company and is therefore able to effectively elevate the most critical business issues for consideration by the Board’s independent directors and is best positioned to oversee the execution of strategy across each of the Company’s businesses to optimize long-term stockholder value creation. The Lead Independent Director is given broad authority, as described below, to lead oversight of management by our independent directors. Director Independence – The Board has affirmatively determined that Messrs. Dorman, Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich, constituting six of our eight directors, are independent under NYSE rules and the standards for director independence established in our Corporate Governance Principles, which incorporate the director independence requirements of the NYSE rules. Mrs. Kullman currently serves as the Lead Independent Director. NYSE rules provide that, in order to determine that a director is independent, the Board must determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). In accordance with NYSE rules, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation.

  53. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  54. on our website at http://investors.delltechnologies.com under the

    In its independence determination with respect to Mr. Grain, the Board considered transactions in which investment funds affiliated with Mr. Grain obtained a loan commitment for approximately $700 million in principal amount, plus fees and expenses, to be funded at closing (with the potential for additional funding through a delayed draw feature) from multiple sources, including entities in which Mr. Dell holds non-controlling interests. Such entities will fund a portion of the loan, not to exceed approximately 61% of the total amount, with the remaining amount being funded by unaffiliated entities and unrelated third parties. The Board noted that neither the Company nor any of its subsidiaries is a participant in any such transactions, and that such transactions were undertaken in the normal course of business on standard commercial terms. Our Corporate Governance Principles contain several features which the Company believes help to ensure that the Board maintains effective and independent oversight of management, including the following:

  55. on our website at http://investors.delltechnologies.com under the

    | • | The Board has a Lead Independent Director who is elected by the independent directors. |

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    | • | Executive sessions of the independent directors are held in connection with every regularly scheduled Board meeting, and at any time requested by a majority of the independent directors. The agenda for each executive session focuses principally on whether management is performing its responsibilities in a manner consistent with the Board’s direction. |

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    | • | All members of the Audit Committee are independent directors. The chair of the Audit Committee has and exercises authority to conduct executive sessions of the Audit Committee without management and non-independent directors present. |

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    | • | All members of the Compensation Committee and the Nominating and Governance Committee are independent directors. |

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    | • | The Nominating and Governance Committee evaluates each director’s ability to devote sufficient time and attention to carrying out his or her duties and responsibilities effectively, including in accordance with its director time commitment policy described above. |

  60. on our website at http://investors.delltechnologies.com under the

    Lead Independent Director – The Lead Independent Director is elected by and from among the independent directors for a term of service of one year. The Lead Independent Director has the following responsibilities:

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    | • | serves as the principal liaison between the Chairman and the independent directors; |

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    | • | has authority to call meetings of the independent directors; |

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    | • | presides at all executive sessions of the independent directors and meetings of the Board at which the Chairman is not present; |

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    | • | approves meeting agendas for the Board in consultation with the Chairman; |

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    | • | approves the frequency of Board meetings and meeting schedules to assure that there is sufficient time for discussion of all agenda items; |

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    | • | approves the information to be provided to the Board, including the quality, quantity, appropriateness and timeliness of such information; |

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    | • | as appropriate, is available for consultation and direct communication with stockholders; |

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    | • | presides over the annual self-evaluation of the Board; |

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    | • | conducts an annual process for reviewing the CEO’s performance and reports the results of the process to the other independent directors; and |

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    | • | together with the Board and its committees as well as the independent directors acting in executive session, retains and approves compensation of outside advisors. |

  71. on our website at http://investors.delltechnologies.com under the

    The Lead Independent Director also currently serves as chair of the Nominating and Governance Committee and in that role oversees the performance of that committee’s responsibilities as described below under “Nominating and Governance Committee.” In connection with Mrs. Kullman’s election as Lead Independent Director, the independent directors considered, among other factors, her leadership as a member of the Board since September 2016, as current chair of the Nominating and Governance Committee and as chair of the Audit Committee from September 2016 to December 2019. Board Committees – The Board maintains three independent standing committees that assist the Board in discharging its oversight responsibilities, consisting of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Board has adopted a written charter for each of the standing committees, which together form an integral part of our Corporate Governance Principles. A current copy of each charter can be found on Dell Technologies’ website at http://investors.delltechnologies.com under the

  72. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  73. on our website at http://investors.delltechnologies.com under the

    Governance & Leadership – Governance Documents section. From time to time, the Board considers the composition of each of the standing committees and whether committee members should rotate among the standing committees. Under the Sponsor Stockholders Agreements, as described above under “– Stockholder Arrangements – Stockholder Rights to Nominate Directors,” for so long as the MD stockholders or the SLP stockholders are entitled to nominate at least one Group I director, such stockholders may have at least one of their nominees then serving on the Board serve on each committee of the Board other than the Audit Committee, to the extent permitted by applicable law and stock exchange rules and subject to specified exceptions. Mr. Mollenkopf serves as a member of the Compensation Committee as the MD stockholders’ nominee and Mr. Dorman serves as a member of the Nominating and Governance Committee as the MD stockholders’ nominee. The SLP stockholders have waived their right to have a nominee serve on the Compensation Committee and the Nominating and Governance Committee. The following table shows, as of May 1, 2026, the members of the Board and the committees on which each director serves and indicates the directors determined by the Board to be independent under NYSE rules and our Corporate Governance Principles.

  74. on our website at http://investors.delltechnologies.com under the

    | Name | Audit Committee | Compensation Committee | Nominating and Governance Committee | Independent | | Michael S. Dell | | | | | | David W. Dorman | | | ✓ | ✓ | | Egon Durban | | | | | | David Grain | ✓ | | | ✓ | | William D. Green | Chair | | | ✓ | | Ellen J. Kullman – Lead Independent Director | | | Chair | ✓ | | Steven M. Mollenkopf | | ✓ | | ✓ | | Lynn Vojvodich Radakovich | ✓ | Chair | | ✓ |

  75. on our website at http://investors.delltechnologies.com under the

    Descriptions of the primary responsibilities of each committee are set forth below. Audit Committee The Audit Committee has three members and is composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules and the additional independence standards applicable to audit committee members established pursuant to Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), as determined by the Board. Under NYSE rules, the membership of the Audit Committee is required to consist entirely of no fewer than three directors who are qualified as independent directors as described above. The Board has determined that each member of the Audit Committee meets the “financial literacy” requirement for Audit Committee members under NYSE rules and that Mr. Green is an “audit committee financial expert” within the meaning of the SEC’s rules. Mr. Green (Chair), Mr. Grain and Ms. Vojvodich Radakovich serve as members of the Audit Committee. The Audit Committee’s primary responsibilities include, among other matters:

  76. on our website at http://investors.delltechnologies.com under the

    | • | appointing, retaining, compensating and overseeing a qualified firm to serve as the independent registered public accounting firm to audit Dell Technologies’ financial statements; |

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    | • | assessing the independence and performance of the independent registered public accounting firm; |

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    | • | reviewing and discussing the scope and results of the audit and Dell Technologies’ interim and year-end operating results with the independent registered public accounting firm and management; |

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    | • | establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |

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    | • | reviewing Dell Technologies’ policies on risk assessment and risk management; |

  81. on our website at http://investors.delltechnologies.com under the

    | • | reviewing and, if appropriate, approving or ratifying transactions with related persons; |

  82. on our website at http://investors.delltechnologies.com under the

    | • | obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes the accounting firm’s internal quality control procedures, any material issues raised by those procedures or other review or inspection, and any steps taken to deal with those issues; and |

  83. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

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    | • | pre-approving all audit and all permissible non-audit services, other than de minimis non-audit services in accordance with SEC rules, to be performed by the independent registered public accounting firm. |

  85. on our website at http://investors.delltechnologies.com under the

    In conjunction with the mandatory rotation of the audit firm’s lead engagement partner or partner responsible for reviewing the audit, the Audit Committee and its chair are directly involved in the selection of the independent registered public accounting firm’s new lead engagement partner. Compensation Committee The Compensation Committee is composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules and the additional independence standards applicable to compensation committee membership. Ms. Vojvodich Radakovich (Chair) and Mr. Mollenkopf serve as members of the Compensation Committee. The Compensation Committee’s primary responsibilities include, among other matters:

  86. on our website at http://investors.delltechnologies.com under the

    | • | approving the compensation policy for our executive officers and non-employee directors, and such other managers as may be directed by the Board; |

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    | • | approving the forms of compensation to be provided to the CEO, each other executive officer and each non-employee director; |

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    | • | approving recommendations with respect to compensation guidelines for all other employees; |

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    | • | evaluating the need for, and provisions of, employment contracts or severance arrangements for our executive officers; |

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    | • | reviewing management’s assessment of our incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluating compensation policies and practices that could mitigate any such risk; |

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    | • | acting as administrator of our equity-based and other compensation plans; |

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    | • | reviewing and discussing with our management the Compensation Discussion and Analysis disclosure required to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K to be filed with the SEC and, based on such review and discussion, determining whether to recommend to the Board that the Compensation Discussion and Analysis disclosure be included in such filing; and |

  93. on our website at http://investors.delltechnologies.com under the

    | • | preparing the Compensation Committee Report required by SEC rules to be included in the proxy statement for the annual meeting of stockholders or annual report on Form 10-K. |

  94. on our website at http://investors.delltechnologies.com under the

    The Compensation Committee has the authority to delegate any of its responsibilities under its charter, along with the authority to take action in relation to such responsibilities, to subcommittees consisting of one or more members of the committee, as the committee may deem appropriate. In addition, the Compensation Committee may delegate to one or more of our executive officers the authority to make grants of equity-based compensation to eligible individuals who are not directors or executive officers and to administer our equity-based compensation plans, in each case subject to compliance with applicable law, NYSE rules and the terms of any applicable compensation plan. The Compensation Committee also may delegate to one or more officers of the Company the power and authority to review and administer any employee benefit plans and to make determinations under any policies for recoupment of executive compensation, including our recovery policy discussed below under “Compensation Discussion and Analysis – Compensation Governance – Recoupment of Compensation.” The Compensation Committee may revoke any delegation of authority at any time. Any executive officer to whom the Compensation Committee may delegate authority to make grants of equity-based compensation is required to report regularly to the committee with respect to any such grants. The Compensation Committee has delegated to our Chief Human Resources Officer the authority to offer awards under our equity incentive plan to eligible employees who are not directors or executive officers. For a discussion of the process by which the Compensation Committee evaluated and determined executive officer compensation for Fiscal 2026, including the role of executive officers in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis.” Independent Compensation Consultant – During Fiscal 2026, the Compensation Committee retained Pay Governance LLC (“Pay Governance”) as its independent compensation consultant. Pay Governance attends Compensation Committee meetings at the Compensation Committee’s request. Pay Governance communicates with the members of the Compensation Committee outside of committee meetings regarding matters related to the Compensation Committee’s responsibilities. The Compensation Committee

  95. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  96. on our website at http://investors.delltechnologies.com under the

    generally seeks input from Pay Governance on Dell Technologies’ compensation programs, including overall compensation program design, non-employee director compensation, compensation risk assessment, evolving compensation trends, appropriate market reference points, and market compensation data. The Committee undertook an assessment of all factors relevant to Pay Governance’s independence from management, and on an annual basis evaluates whether any work provided by Pay Governance raises any conflict of interest. In Fiscal 2026, Pay Governance did not provide services to the Company other than those described above. The Committee has determined that the work of Pay Governance did not raise any conflict of interest. Nominating and Governance Committee The Nominating and Governance Committee is composed entirely of members of the Board who satisfy the standards of independence established for independent directors under NYSE rules. Mrs. Kullman (Chair) and Mr. Dorman serve on this committee. The Nominating and Governance Committee’s primary responsibilities include, among other matters:

  97. on our website at http://investors.delltechnologies.com under the

    | • | identifying and evaluating potential candidates to be considered for appointment or election to the Board; |

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    | • | making recommendations to the Board regarding the selection and approval by the Board of nominees to be submitted for election by a stockholder vote; |

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    | • | monitoring and reviewing any issues regarding the independence of our non-employee directors or involving potential conflicts of interest affecting any such directors; |

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    | • | evaluating potential successors to the CEO, including in the event of an emergency, and reviewing periodically with the CEO and with the Board recommendations regarding such potential successors; |

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    | • | reviewing the Board committee structure and composition and making recommendations annually to the Board regarding the appointment of directors to serve as members of each committee; |

  102. on our website at http://investors.delltechnologies.com under the

    | • | reviewing our Corporate Governance Principles periodically and recommending any changes to such principles to the Board; and |

  103. on our website at http://investors.delltechnologies.com under the

    | • | periodically reviewing and approving changes to our Code of Conduct and other policies with respect to legal compliance, conflicts of interest and ethical conduct. |

  104. on our website at http://investors.delltechnologies.com under the

    Board and Committee Oversight of Risk Management The Company believes that effectively assessing and managing risk is central to the design and execution of our business strategy and creation of long-term value. The Board, directly and through its standing committees, provides oversight of the Company’s risk management processes. The Board focuses on understanding the most significant risks to the business, including emerging risks such as risks associated with AI technology implementation and use, evaluating strategies to mitigate those risks, and facilitating communication on risk topics between management and our directors. We believe that AI carries significant opportunities and risks for the Company and the world. The Board maintains direct oversight of the Company’s AI strategy, risks, development, and governance and receives regular updates from management on AI-related matters, including the Company’s approach to AI adoption, responsible innovation practices, and the ethical deployment of AI technologies across the enterprise. The Audit Committee has primary responsibility for overseeing the Company’s enterprise risk management framework and receives regular reports from management on the Company’s risk profile and mitigation efforts, monitors risks arising from the Company’s internal adoption and use of AI tools, including risks related to data privacy, cybersecurity, regulatory compliance, and operational integrity. The Company is committed to the responsible development and deployment of AI technologies in accordance with AI ethics principles emphasizing accountability, responsible innovation, and transparency. The Company has an AI Policy that governs the use of AI and machine learning by employees, which outlines requirements for responsible use, risk-based review and approval processes, data governance and protection controls, human oversight, and compliance with applicable laws and internal standards. The policy is supported by additional standards, procedures and governance requirements addressing areas such as data usage, security, privacy, intellectual property protection, product development and lifecycle management of AI systems.

  105. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  106. on our website at http://investors.delltechnologies.com under the

    While the Board as a whole is responsible for risk oversight, management is responsible for designing processes and procedures to identify, assess and manage risk on a day-to-day basis. Management has implemented an enterprise risk management (“ERM”) program, managed by the Company’s internal audit function and supported by management risk committees, that is designed to work across the business to identify, assess, govern and manage the Company’s strategic, operational, financial, and compliance risks. The Company maintains a management committee consisting of senior members of the finance and legal functions to assist in fulfilling our obligations to maintain disclosure controls and procedures, and to coordinate and oversee the process of preparing the Company’s filings with the SEC and other public disclosures. Although the Company continually assesses its risk environment, the internal audit function performs an annual risk assessment that is informed by risk data collection, an analysis of industry trends, consideration of insights of third-party risk reporting companies, peer benchmarking, and interviews with senior leaders and Company experts. The annual assessment considers whether risks constitute short-, medium-, and long-term threats to our enterprise and provides for prioritization, in part, based on the timeframe of such risks. Our ERM program is assessed externally on a periodic basis for best practices and maturity of the program. The Chief Audit Executive presents the results of the annual risk assessment to the Board and reviews with the Board the key risks identified by the ERM program. The Board meets quarterly with the Chief Executive Officer, the General Counsel, the Chief Financial Officer, and the Chief Operating Officer to review business and financial performance as well as to consider existing and emerging risks relevant to each business function and other corporate activities. The Board receives updates from management on risk topics at the Board’s regularly scheduled meetings and at other times as needed. The Board considers the views of third-party advisors and experts, directly and indirectly through its standing committees and reports by management committees, in evaluating current risks and anticipating new risks to our business. These advisors and experts offer perspectives on best practices, industry trends, and future and emerging risks trends relevant to proactive risk management. The Board is assisted by its standing committees to address risks in their respective areas of oversight and expertise.

  107. on our website at http://investors.delltechnologies.com under the

    | • | The Audit Committee exercises responsibility for the oversight of risk policies and processes relating to Dell Technologies’ financial statements and financial reporting processes. The Audit Committee is also responsible for oversight of particular risks, such as major information technology risk exposures (including cybersecurity risk exposures) and financial risk exposures. The Audit Committee reviews and discusses significant risks and exposures to Dell Technologies, and the steps management has taken or plans to take to manage these risks, with management and our independent registered public accounting firm. In exercising this oversight, the Audit Committee receives or participates in: |

  108. on our website at http://investors.delltechnologies.com under the

    | ¡ | quarterly updates by the Chief Audit Executive regarding key risks, audit status, and other issues or concerns as well as the results of the annual ERM program review; |

  109. on our website at http://investors.delltechnologies.com under the

    | ¡ | quarterly updates by the Chief Security Officer or other senior security executives regarding cybersecurity and other data security risks; |

  110. on our website at http://investors.delltechnologies.com under the

    | ¡ | compliance updates regarding key ethics and compliance issues from the Chief Compliance Officer, who reports to the General Counsel; and |

  111. on our website at http://investors.delltechnologies.com under the

    | ¡ | meetings in executive session with each of the Chief Financial Officer, the Chief Accounting Officer, the Chief Audit Executive, the Chief Compliance Officer, and Dell Technologies’ independent registered public accounting firm. |

  112. on our website at http://investors.delltechnologies.com under the

    | • | The Compensation Committee oversees management of risks associated with executive compensation programs, policies and practices, and evaluates the effect that such compensation arrangements may have on risk decisions. |

  113. on our website at http://investors.delltechnologies.com under the

    | • | The Nominating and Governance Committee monitors the risks associated with CEO succession planning and development, composition of the Board, and policies and management systems relating to environmental, social, and governance matters. |

  114. on our website at http://investors.delltechnologies.com under the

    Each of the committee chairs reports to the full Board at its regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee. Meetings and Attendance In Fiscal 2026, the full Board met four times, the Audit Committee met eight times, the Compensation Committee met three times, and the Nominating and Governance Committee met two times. In Fiscal 2026, each member of the Board attended at least 75% of the total number of meetings of the Board and each Board committee held during the period in which such member served as a director of Dell Technologies or as a member of such committee.

  115. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  116. on our website at http://investors.delltechnologies.com under the

    Dell Technologies encourages, but does not require, directors to attend annual meetings of stockholders when practicable. Seven of the eight directors then serving on the Board attended last year’s annual meeting held on June 26, 2025. Communications With Directors Any Dell Technologies stockholder may communicate with the Board as a whole, the independent directors as a group, any Board committee, or any individual member of the Board by submitting a request using the contact information at http://investors.delltechnologies.com under Governance & Leadership – Contact the Board and designating the intended recipient or recipients. The Corporate Secretary, or his or her delegee, will forward bona fide communications concerning Dell Technologies matters subject to Board oversight that are submitted in this manner or a summary thereof to the Board or applicable directors, as appropriate. Communications relating to other topics, including those that are primarily commercial in nature, will not be forwarded. In addition, any person who has a concern about Dell Technologies’ conduct, accounting, financial reporting, internal controls or auditing matters may communicate that concern directly to the independent directors or to the Audit Committee (through the committee chair). These communications may be made on a confidential and anonymous basis, and may be e-mailed, submitted in writing or reported by phone to the Company’s Global Ethics and Compliance office. Any person who wishes to send this type of communication may obtain the appropriate contact information at http://investors.delltechnologies.com under the Governance & Leadership section. These communications will be forwarded to the appropriate directors for their review in accordance with our guidelines and also will be reviewed and addressed by the Global Ethics and Compliance office. The status of all outstanding concerns addressed to the independent directors or the Audit Committee will be reported to the full Board on a quarterly basis. The independent directors or the Audit Committee may undertake special action, including the retention of outside advisors or counsel, with respect to any concern addressed to them. Our Code of Conduct prohibits retaliation against any person who reports suspected misconduct or assists with an investigation or audit in good faith. Director Compensation Our Board has adopted a compensation program for our independent directors that we believe will enable us to continue to attract and retain qualified directors. For Fiscal 2026, our compensation program for independent directors included the following elements:

  117. on our website at http://investors.delltechnologies.com under the

    | • | an annual cash retainer of $115,000; |

  118. on our website at http://investors.delltechnologies.com under the

    | • | an annual equity retainer with a value of $225,000 payable in the form of restricted stock units that settle in shares of Class C common stock; |

  119. on our website at http://investors.delltechnologies.com under the

    | • | an additional annual cash retainer of $25,000 for service as chair of a committee; and |

  120. on our website at http://investors.delltechnologies.com under the

    | • | an additional annual cash retainer of $40,000 for service as the Lead Independent Director. |

  121. on our website at http://investors.delltechnologies.com under the

    Directors may elect to receive all or a portion of each cash retainer in the form of vested shares of Class C common stock or deferred stock units that settle in shares of Class C common stock, in increments of 25% of each retainer amount. In addition, directors may elect to receive all or a portion of their annual equity retainer in the form of deferred stock units that settle in shares of Class C common stock, in increments of 25% of the retainer amount. Directors’ compensation is generally awarded in September, at the first meeting of the Board of Directors that follows the annual meeting of stockholders. An independent director elected to the Board, other than through election at an annual meeting of stockholders, will receive the applicable annual retainer, which may be prorated for the director’s initial year of service, as determined by the Board. Fiscal 2026 equity-based awards were granted under the Dell Technologies Inc. 2023 Stock Incentive Plan. Each equity-based award vests in full on the first anniversary of the annual meeting of stockholders that preceded the grant, except that deferred stock units will settle in shares of Class C common stock on the earlier of the termination of the applicable director’s Board service for any reason or a change in control of Dell Technologies. The vesting of unvested equity-based awards will be accelerated upon the director’s death or disability, the termination of the director’s service without cause or a change in control of Dell Technologies. Certain restricted stock units, deferred stock units and stock options exercisable for Class C common stock, as well as shares of Class C common stock received in the settlement of such awards, are subject to the applicable terms and conditions of a management stockholders agreement discussed elsewhere in this proxy statement. Each restricted stock unit and deferred stock unit includes the grant of a dividend equivalent right, which is a stock-based award in the form of the right to receive a credit, payable in cash (without interest), equal to the value of each regular cash dividend that would have been paid on each share of Class C common stock underlying each restricted stock unit or deferred stock unit if such share had been issued to and held by the grantee on the record date for such regular cash dividend.

  122. on our website at http://investors.delltechnologies.com under the

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  123. on our website at http://investors.delltechnologies.com under the

    We reimburse our directors for their reasonable expenses incurred in attending meetings of our Board or committees. We provide air transportation for directors to attend meetings of our Board or its committees on aircraft owned or chartered by the Company. Directors may be accompanied by their spouses during such travel, if such travel is approved and in accordance with Company policy. The cost of any such personal travel by a spouse is imputed as income to the director. In addition, we provide each director with a laptop computer or a reimbursement for purchase of a laptop computer for use in connection with Board service. We provide our independent directors with liability insurance coverage for their activities as directors. Our certificate of incorporation and bylaws provide that all of our directors are entitled to indemnification and advancement of expenses from us to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with each of our directors to afford them contractual assurances regarding the scope of their indemnification and to provide procedures for the determination of a director’s right to receive indemnification.

  124. Fiscal 2026 Director Compensation

    Fiscal 2026 Director Compensation

  125. Fiscal 2026 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards(3) ($) | Option Awards(4) ($) | Total(5) ($) | | David W. Dorman | 115,000 | 224,989 | — | 339,989 | | David Grain | 115,000 | 224,989 | — | 339,989 | | William D. Green | 140,000 | 224,989 | — | 364,989 | | Ellen J. Kullman | 180,000 | 224,989 | — | 404,989 | | Steven M. Mollenkopf | 115,000 | 224,989 | — | 339,989 | | Lynn Vojvodich Radakovich | 140,000 | 224,989 | — | 364,989 |

  126. Fiscal 2026 Director Compensation

    | (1) During Fiscal 2026, Mrs. Kullman served as the Lead Independent Director and chair of the Nominating and Governance Committee, Mr. Green served as chair of the Audit Committee, and Ms. Vojvodich Radakovich served as chair of the Compensation Committee. |

  127. Fiscal 2026 Director Compensation

    | (2) Mr. Dorman received 100% of his annual cash retainer and Mr. Green received 100% of his annual cash retainer and committee chair retainer in vested shares of Class C common stock. Messrs. Grain and Mollenkopf each received 100% of their annual cash retainer in deferred stock units. Mrs. Kullman received 100% of her annual cash retainer, committee chair retainer and Lead Independent Director retainer in cash. Ms. Vojvodich Radakovich received 100% of her annual cash retainer and committee chair retainer in cash. The aggregate grant date fair value, computed in accordance with U.S. generally accepted accounting principles, of the vested shares of Class C common stock and deferred stock units awarded was determined by dividing the aggregate retainer amount, or applicable portion of the aggregate retainer amount, by $141.77, the closing price of the Class C common stock as reported on the NYSE on September 30, 2025, rounded down to the next full share or unit. Deferred stock units will vest on June 26, 2026. |

  128. Fiscal 2026 Director Compensation

    | (3) Messrs. Grain, Green and Mollenkopf, Mrs. Kullman and Ms. Vojvodich Radakovich each received 100% of their annual equity retainer in deferred stock units. Mr. Dorman received 100% of his annual equity retainer in restricted stock units. The aggregate grant date fair value, computed in accordance with U.S. generally accepted accounting principles, of the deferred stock units and restricted stock units awarded was determined in the manner described in note (2) to this table. Restricted stock units and deferred stock units will vest on June 26, 2026. The following table provides information regarding the aggregate number of outstanding restricted stock units and outstanding deferred stock units held by each of our non-employee directors as of January 30, 2026: |

  129. Fiscal 2026 Director Compensation

    | Name | Outstanding restricted stock units | Outstanding deferred stock units | | David W. Dorman | 1,587 | 16,252 | | David Grain | — | 24,884 | | William D. Green | — | 6,810 | | Ellen J. Kullman | — | 57,292 | | Steven M. Mollenkopf | — | 9,942 | | Lynn Vojvodich Radakovich | — | 6,810 |

  130. Fiscal 2026 Director Compensation

    | (4) As of January 30, 2026, Mrs. Kullman held an aggregate of 192,930 vested options and Ms. Vojvodich Radakovich held an aggregate of 75,498 vested options. |

  131. Fiscal 2026 Director Compensation

    | (5) Perquisites and other personal benefits have been excluded as the total value for each director was less than $10,000. |

  132. Fiscal 2026 Director Compensation

    | Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm |

  133. Fiscal 2026 Director Compensation

    In this Proposal 2, the Board is asking stockholders to ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as Dell Technologies Inc.’s independent registered public accounting firm for Fiscal 2027. PwC is a registered independent public accounting firm and has served as the independent auditors of the Company or its predecessor, Dell Inc., since 1986. Although current law, rules and regulations, as well as the Audit Committee’s charter, require Dell Technologies’ independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee, the Board considers the selection of an independent registered public accounting firm to be an important matter of stockholder concern and considers a proposal for stockholders to ratify this selection to be an opportunity for stockholders to provide direct feedback to Dell Technologies on an important issue of corporate governance. If the stockholders do not ratify the selection of PwC, the Audit Committee will take the vote into consideration in determining whether to retain PwC and whether to engage the firm in future years, but may continue to retain PwC. If the appointment is ratified by stockholders, the Audit Committee in its discretion nevertheless may change the appointment at any time during the current fiscal year if it determines that a change would be in the best interests of the Company and its stockholders. Representatives of PwC are expected to be present at the annual meeting and available to respond to appropriate questions, and will have an opportunity to make a statement if they desire to do so.

  134. Fiscal 2026 Director Compensation

    | | The Board of Directors unanimously recommends a vote “FOR” the ratification of PwC as Dell Technologies Inc.’s independent registered public accounting firm for Fiscal 2027. |

  135. Fiscal 2026 Director Compensation

    In addition to retaining PwC to conduct an independent audit of the consolidated financial statements, Dell Technologies engages PwC from time to time to perform other permissible services. The following table sets forth all fees incurred in connection with professional services rendered to Dell Technologies by PwC during Fiscal 2026 and Fiscal 2025.

  136. Compensation Discussion and Analysis Table of Contents

    | • | aligning the interests of our NEOs and other executive officers with those of Dell Technologies’ stockholders by emphasizing long-term, performance-dependent compensation; |

  137. Compensation Discussion and Analysis Table of Contents

    | • | providing appropriate cash and equity incentives for achieving Dell Technologies’ financial goals and strategic objectives; and |

  138. Compensation Discussion and Analysis Table of Contents

    | | Compensation Component | Purpose | Performance Period | Performance Metric | | | Base Salary | Provide market-competitive compensation for talent attraction and retention | Annual | — | | | Annual Cash Bonus | Create culture of high achievement by linking pay to Company and individual short-term performance and promote talent attraction and retention | Annual | Revenue Operating Income | | | Time-Based RSUs | Promote talent retention and alignment of interests with stockholders | Three years with annual vesting | — | | | Performance-Based RSUs | Reward short- and long-term Company performance, including relative to peer companies, and promote alignment with interests of stockholders | Three years | Annual revenue Annual operating income Three-year rTSR |

  139. Compensation Discussion and Analysis Table of Contents

    | (1) In addition to the primary compensation components, the Committee granted a one-time award of performance-based stock options to Mr. Clarke. This award is described in “– Individual Compensation Components – Equity Incentives” and “Compensation of Executive Officers – Fiscal 2026 Grants of Plan-Based Awards.” |

  140. Compensation Discussion and Analysis Table of Contents

    | • | the annual performance of Dell Technologies and the executive officer’s business unit, if applicable; |

  141. Compensation Discussion and Analysis Table of Contents

    | • | the executive officer’s individual level of responsibility, performance, experience and ability to contribute to Dell Technologies’ long-term strategic goals, including our modernization efforts and pursuit of key growth opportunities; |

  142. Compensation Discussion and Analysis Table of Contents

    | Base Salary | × | Target Annual Incentive Opportunity | × | Business Performance Modifier | × | Individual Contribution Modifier | = | IBP Payout |

  143. Compensation Discussion and Analysis Table of Contents

    | Name | Target Annual Incentive Opportunity as Percentage of Base Salary(1) | | Michael S. Dell | 200% | | David Kennedy | 100% | | Jeffrey W. Clarke | 150% | | Richard J. Rothberg | 100% | | William F. Scannell | 100% | | Yvonne McGill(2) | 100% |

  144. Compensation Discussion and Analysis Table of Contents

    | (1) The target annual incentives for all our NEOs who were NEOs in Fiscal 2025 remained unchanged from the prior fiscal year. Mr. Kennedy’s target annual incentive opportunity shown here was prorated based on the date of his appointment as Chief Financial Officer on a permanent basis. Eligible earnings used to calculate annual bonuses are based on actual base salary received. |

  145. Compensation Discussion and Analysis Table of Contents

    | (2) Ms. McGill terminated employment with the Company prior to the end of the fiscal year and thus was not eligible to receive a bonus payment under the terms of the IBP. |

  146. Compensation Discussion and Analysis Table of Contents

    | Performance Measures | Weighting | Threshold | Plan (Target) | Above Plan(1) | Results | | Non-GAAP Net Revenue(2) | 50% | $92.1B | $102.3B | $125.9B | $111.8B | | Non-GAAP Operating Income(3) | 50% | $8.6B | $9.6B | $11.8B | $10.2B | | IBP modifier | — | 67% | 100% | 175% | 126% |

  147. Compensation Discussion and Analysis Table of Contents

    | Name | Target IBP ($) | Business Performance Modifier (%) | Individual Contribution Modifier (%) | Bonus Payment ($) | | Michael S. Dell | 1,900,000 | 126 | 100 | 2,394,000 | | David Kennedy | 345,679(1) | 126 | 120 | 522,667 | | Jeffrey W. Clarke | 1,757,963 | 126 | 125 | 2,768,791 | | Richard J. Rothberg | 806,157 | 126 | 110 | 1,117,333 | | William F. Scannell | 965,385 | 126 | 100 | 1,216,385 | | Yvonne McGill(2) | N/A | N/A | N/A | N/A |

  148. Compensation Discussion and Analysis Table of Contents

    | (1) Mr. Kennedy’s target amount is based on his salary and target annual incentive opportunity in effect before and after his appointment as Chief Financial Officer on a permanent basis. |

  149. Compensation Discussion and Analysis Table of Contents

    | (2) Ms. McGill terminated employment with the Company prior to the end of the fiscal year and thus was not eligible to receive a bonus payment under the terms of the IBP. |

  150. Compensation Discussion and Analysis Table of Contents

    | • | annual financial performance measures, which are defined each year during the three-year period (collectively weighted 50%); and |

  151. Compensation Discussion and Analysis Table of Contents

    | • | relative total shareholder return (“rTSR”), which we define as the cumulative total shareholder return measured against a peer group of companies belonging to the Standard & Poor’s 500 Information Technology Index over a three-year performance period (also weighted 50%). |

  152. Compensation Discussion and Analysis Table of Contents

    | – | the selected performance metrics reflect direct measures of stockholder value creation and capital efficiency, focusing Mr. Clarke’s incentives on outcomes that are aligned with the interests of our long-term investors; and |

  153. Annual Financial Performance Measures

    Annual Financial Performance Measures Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  154. Annual Financial Performance Measures

    | | | Goals ($ in billions)(1) | | | | Percentage of Target Financial Funding | | Performance Measure | Weight | Threshold | Plan (Target) | Above Plan (Maximum) | Results | | | Year 1 (Fiscal 2026) | | | | | | | | Non-GAAP Net Revenue(2) | 25% | 92.1 | 102.3 | 117.6 | 111.8 | 144%(4) | | Non-GAAP Operating Income(3) | 25% | 8.6 | 9.6 | 11.0 | 9.9 | | | Funding Percentage | | 50% | 100% | 200% | | |

  155. Annual Financial Performance Measures

    | (1) Financial performance goals for Fiscal 2026 were approved by the Committee in March 2025. |

  156. Annual Financial Performance Measures

    | (2) For Fiscal 2026, non-GAAP net revenue is calculated by adjusting Dell Technologies’ net revenue as computed in accordance with GAAP to exclude the results of certain business operations. As a result of this adjustment, non-GAAP net revenue for this purpose is not the same as externally reported net revenue for Dell Technologies. |

  157. Annual Financial Performance Measures

    | (3) For Fiscal 2026, non-GAAP operating income is calculated by adjusting Dell Technologies’ operating income as computed in accordance with GAAP to exclude the impact of amortization of intangibles, stock-based compensation expense and other corporate expenses, and the results of certain business operations. As a result of the adjustment to exclude the results of certain business operations, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies. |

  158. Annual Financial Performance Measures

    | (4) Each modifier is applicable to one-sixth of the Fiscal 2026 awards, reflecting a 50% weighting of annual financial performance measures for each of the three one-year performance periods. A corresponding number of RSUs will be eligible to vest on March 15, 2028, subject to continued service. |

  159. Annual Financial Performance Measures

    Annual Financial Performance Measures Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  160. Annual Financial Performance Measures

    | | | Goals ($ in billions)(1) | | | | Percentage of Target Financial Funding | | Performance Measure | Weight | Threshold | Plan (Target) | Above Plan (Maximum) | Results | | | Year 1 (Fiscal 2025) | | | | | | | | Non-GAAP Net Revenue | 20% | 83.1 | 92.4 | 106.3 | 92.0 | 121%(4) | | Non-GAAP Operating Income | 30% | 7.3 | 8.1 | 9.3 | 8.5 | | | Year 2 (Fiscal 2026) | | | | | | | | Non-GAAP Net Revenue(2) | 25% | 92.1 | 102.3 | 117.6 | 111.8 | 144%(4) | | Non-GAAP Operating Income(3) | 25% | 8.6 | 9.6 | 11.0 | 9.9 | | | Funding Percentage | | 50% | 100% | 200% | | |

  161. Annual Financial Performance Measures

    | (1) Financial performance goals for Fiscal 2026 were approved by the Committee in March 2025. |

  162. Annual Financial Performance Measures

    | (2) For Fiscal 2026, non-GAAP net revenue is calculated in the manner specified in note (2) to the Annual Financial Performance Measures table under “Fiscal 2026 Performance-Based RSUs” above. |

  163. Annual Financial Performance Measures

    | (3) For Fiscal 2026, non-GAAP operating income is calculated in the manner specified in note (3) to the Annual Financial Performance Measures table under “Fiscal 2026 Performance-Based RSUs” above. |

  164. Annual Financial Performance Measures

    | (4) Each modifier is applicable to one-sixth of the Fiscal 2025 awards, reflecting a 50% weighting of annual financial performance measures for each year of the three one-year performance periods. A corresponding number of RSUs will be eligible to vest on March 15, 2027, subject to continued service. |

  165. Annual Financial Performance Measures

    Annual Financial Performance Measures Annual financial performance measures are set each year and are collectively weighted at 50%. Achievement against targets is measured each year, and performance-based RSUs vest on the three-year anniversary of the grant date, subject to continued service.

  166. Annual Financial Performance Measures

    | | | Goals ($ in billions)(1) | | | | Percentage of Target Financial Funding | | Performance Measure | Weight | Threshold | Plan (Target) | Above Plan (Maximum) | Results | | | Year 1 (Fiscal 2024) | | | | | | | | Non-GAAP Net Revenue | 25% | 75.1 | 83.5 | 96.0 | 82.8 | 116%(4) | | Non-GAAP Operating Income | 25% | 6.7 | 7.4 | 8.5 | 7.8 | | | Year 2 (Fiscal 2025) | | | | | | | | Non-GAAP Net Revenue | 20% | 83.1 | 92.4 | 106.3 | 92.0 | 121%(4) | | Non-GAAP Operating Income | 30% | 7.3 | 8.1 | 9.3 | 8.5 | | | Year 3 (Fiscal 2026) | | | | | | | | Non-GAAP Net Revenue(2) | 25% | 92.1 | 102.3 | 117.6 | 111.8 | 144%(4) | | Non-GAAP Operating Income(3) | 25% | 8.6 | 9.6 | 11.0 | 9.9 | | | Funding Percentage | | 50% | 100% | 200% | | |

  167. Annual Financial Performance Measures

    | (1) Financial performance goals for Fiscal 2026 were approved by the Committee in March 2025. |

  168. Annual Financial Performance Measures

    | (2) For Fiscal 2026, non-GAAP net revenue is calculated in the manner specified in note (2) to the Annual Financial Performance Measures table under “Fiscal 2026 Performance-Based RSUs” above. |

  169. Annual Financial Performance Measures

    | (3) For Fiscal 2026, non-GAAP operating income is calculated in the manner specified in note (3) to the Annual Financial Performance Measures table under “Fiscal 2026 Performance-Based RSUs” above. |

  170. Annual Financial Performance Measures

    | (4) Each modifier is applicable to one-sixth of the Fiscal 2024 awards, reflecting a 50% weighting of annual financial performance measures for each year of the three one-year performance periods. A corresponding number of performance-based RSUs vested on March 15, 2026. |

  171. Relative Total Shareholder Return

    | • | Financial Counseling and Tax Preparation Services – Under the terms of his employment agreement, Mr. Dell is entitled to reimbursement for financial counseling services (including tax preparation) of up to $12,500 annually. Other executive officers are entitled to reimbursement of up to $15,000 annually for financial counseling services (including tax preparation). |

  172. Relative Total Shareholder Return

    Compensation Governance Compensation Risk Oversight Dell Technologies undertakes an annual review of the Company’s material compensation processes, policies and programs for all employees across the following categories: compensation mix; short-term and long-term incentive plan design; performance measures; relationship between performance and payouts; recoupment policies; ownership requirements and severance or change in control policies under the executive compensation program; and oversight. The Company reports its annual review findings to the Committee. Based on the most recent annual review, the Committee determined that the Company’s material compensation processes, policies and programs do not encourage unnecessary or excessive risk-taking, manipulation of financial measures to impact personal financial rewards, or behavior that focuses on short-term results at the expense of long-term value creation. Stock Ownership Guidelines The Board of Directors has not adopted stock ownership requirements for our directors or executive officers. The Board of Directors and the Committee believe that the design of Dell Technologies’ equity compensation program for executive officers links the interests of executive officers closely with those of other Dell Technologies stockholders. Additionally, the Board believes Mr. Dell’s substantial ownership in the Company adequately reflects his full alignment with the long-term performance of Dell Technologies. Practices for Timing of Equity Awards Dell Technologies follows a consistent approach in the timing of its equity awards. The Committee’s practice is to approve equity awards to the NEOs and other executive officers on an annual basis at the Committee’s first meeting each fiscal year, which is typically held in March and scheduled at least one year in advance. The Committee’s first meeting is typically held after Dell Technologies announces its financial results for the preceding fiscal year and the fourth quarter of that year. The Committee also may occasionally grant equity awards outside of the annual grant cycle for new hires, promotions, retention or other purposes. Dell Technologies has no program, plan or practice to time the grant of equity awards relative to the release of material nonpublic information. Securities Trading Policy Dell Technologies has adopted and maintains a securities trading policy governing the purchase, sale and other disposition of its Class C common stock and other securities by its directors, officers, employees and other designated persons. We believe our securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards applicable to Dell Technologies. We have filed a copy of our securities trading policy as Exhibit 19 to our annual report on Form 10-K. It is the policy of Dell Technologies to engage in transactions in its own securities in compliance with insider trading laws, rules and regulations.

  173. Relative Total Shareholder Return

    Policy on Hedging Transactions and Pledging of Securities Our securities trading policy referred to above prohibits certain activities relating to specified securities. In addition to our directors, officers and other employees, the policy also generally applies to family members who reside with any director or employee, any other person who lives in the director’s or employee’s household, and any other family members whose transactions in securities are directed by, or subject to the influence or control of, the director or employee, as well as entities, such as a corporation, partnership or trust, controlled by the director or employee. The activities prohibited by the policy include (1) hedging and monetization transactions that would permit any such person to continue to own the securities without the full risks and rewards of ownership, (2) transactions in put options, call options or other derivative securities on an exchange or in any other organized market and (3) the holding of the securities in a margin account or other pledging of the securities as collateral for a loan. The policy prohibits hedging and monetization transactions without regard to the means by which they are accomplished, whether through the use of financial instruments such as prepaid variable forwards, equity swaps, collars or exchange funds or otherwise, including short sales, option positions and pledges arising from certain types of hedging transactions. The foregoing provisions of the securities trading policy apply to transactions in all securities, including equity securities, issued by Dell Technologies, that are held by any person covered by the policy. Equity securities subject to the policy include awards granted under equity compensation plans, as well as derivative securities that are not issued by the foregoing entities, such as exchange-traded put or call options or swaps relating to those entities’ securities. The administrator of the policy has the discretion, on a case-by-case basis and in appropriate circumstances, to waive or modify the restrictions and prohibitions on the hedging and other transactions described above. Recoupment of Compensation If Dell Technologies restates its reported financial results, the Board of Directors will review the bonus and other cash or equity awards made to the executive officers, including the NEOs, based on financial results during the period subject to the restatement and, to the extent practicable under applicable law or as required by the Company’s recovery policy described below, Dell Technologies will seek to recover or cancel any of these awards that were awarded as a result of achieving performance targets that would not have been met under the restated financial results. The Company has an executive compensation recoupment (the “recovery policy”) that complies with the NYSE listing standard adopted in accordance with Exchange Act Rule 10D-1. Under the recovery policy, which the Company has filed as an exhibit to its annual report on Form 10-K, if the Company is required to prepare an accounting restatement, it must recover from any current or former executive officer incentive-based compensation that was erroneously awarded during the three years before the date on which the restatement was required. The recoverable amount is calculated as the amount of incentive-based compensation received in excess of the amount that otherwise would have been received if such compensation had been determined based on the restated financial measure. The Company’s recoupment obligation is subject to limited impracticability exceptions authorized under the NYSE standard. Employment Agreements; Severance and Change-in-Control Arrangements Employment Agreement With Michael S. Dell Mr. Dell’s employment is subject to an employment agreement with Dell Technologies and its wholly-owned subsidiary Dell Inc. pursuant to which Mr. Dell serves as Chief Executive Officer and as Chairman of the Board of Directors of Dell Technologies. Under the employment agreement, Mr. Dell may resign for any or no reason or the Board of Directors may terminate him at any time for “cause” (as defined below). In addition, following a change in control of Dell Technologies (as defined below) or a qualified initial public offering (as defined in the agreement), the Board of Directors may terminate Mr. Dell for any or no reason. Under the employment agreement, Mr. Dell is entitled to an annual base salary of $950,000 and is eligible for an annual bonus with a target opportunity equal to 200% of his base salary. Mr. Dell’s base salary is subject to annual review by the Board of Directors and subject to increase but not decrease. Further, as discussed under “–Individual Compensation Components – Other Compensation Components – Benefits and Perquisites,” Dell Technologies reimburses Mr. Dell for financial counseling and tax preparation up to $12,500 per year, an annual physical (for himself and his spouse) up to $5,000 per person and all business travel and business expenses reasonably incurred by Mr. Dell. Dell Technologies also provides Mr. Dell and his family with business-related security protection.

  174. Relative Total Shareholder Return

    | • | any person, entity or group (other than Mr. Dell, the SLP stockholders (as defined in Annex A to this proxy statement) or certain related parties) becoming the beneficial owner of capital stock representing 50% or more of the total voting power of Dell Technologies’ outstanding capital stock, other than pursuant to a merger or consolidation of Dell Technologies with or into any other entity that does not constitute a “change in control” under the following change-in-control event; or |

  175. Relative Total Shareholder Return

    Severance and Change-in-Control Arrangements With Other Named Executive Officers Each of the other NEOs, consisting of Messrs. Kennedy, Clarke, Rothberg and Scannell, has entered into a Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement with Dell Technologies pursuant to which, if the executive’s employment is terminated without “cause,” or if the executive resigns for “good reason” (each as defined below), the executive will receive a cash severance payment equal to 300% of the executive’s then-current annual base salary. Two-thirds of this severance amount will be payable as soon as practicable following termination of employment and the remainder will be payable on the one-year anniversary of such termination, subject to the executive’s execution and non-revocation of a severance agreement and release of claims. Each of the agreements obligates the executive to comply with certain non-competition and non-solicitation obligations for a period of 12 months following termination of employment and also provides that the executive may not use or disclose certain confidential information of Dell Technologies as set forth in the agreement at any time during or after the executive’s employment. Ms. McGill was a party to this agreement at the time of her termination of employment in Fiscal 2026. Unvested equity awards will be forfeited upon termination of employment, except in the case of termination due to death or disability or with respect to the performance-based option awards granted to Mr. Clarke, the disability of his spouse. The award agreements do not provide an exception to this treatment in the case of a termination of employment following a change in control of Dell Technologies. In the case of termination due to death or disability, the outstanding, unvested portion of such NEO’s time-based awards and the portion of such NEO’s performance-based awards for which performance has been determined will vest immediately and the portion of such NEO’s performance-based awards for which performance has not been determined will vest immediately at the target level. In connection with Ms. McGill’s termination of employment on October 31, 2025, Dell Technologies entered into a Separation Agreement and Release with Ms. McGill that provides for a general release and waiver of claims against Dell Technologies and a severance payment, which is described under “Compensation of Executive Officers – Payments Upon Termination of Employment or Change in Control.” Dell Technologies believes that these severance benefits help it to attract and retain key executives who may be presented with alternative employment opportunities that might appear to be more attractive absent these benefits. Under the Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreements, “cause” generally is defined as any of the following events:

  176. Relative Total Shareholder Return

    For more information about potential payments to Mr. Dell under his employment agreement and to Messrs. Kennedy, Clarke, Rothberg and Scannell under their severance agreements, see “Compensation of Executive Officers – Payments Upon Termination of Employment or Change in Control.”

  177. Relative Total Shareholder Return

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Michael S. Dell Chairman and Chief Executive Officer | 2026 | 950,000 | — | — | 2,394,000 | 38,209 | 3,382,209 | | | 2025 | 950,000 | — | — | 2,090,000 | 52,256 | 3,092,256 | | | 2024 | 950,000 | — | — | 2,033,000 | 47,405 | 3,030,405 | | David Kennedy Chief Financial Officer | 2026 | 514,000(6) | 5,673,398(7)(8) | — | 522,667 | 17,944 | 6,728,009 | | Jeffrey W. Clarke Chief Operating Officer and Vice Chairman | 2026 | 1,171,975 | 17,927,761(7) | 132,400,000 | 2,768,791 | 63,092 | 154,331,619 | | | 2025 | 1,096,974 | 21,526,384 | — | 2,262,509 | 216,415 | 25,102,282 | | | 2024 | 1,025,820 | 23,034,304 | — | 2,140,373 | 47,063 | 26,247,560 | | Richard J. Rothberg General Counsel | 2026 | 806,157 | 8,224,918(7) | — | 1,117,333 | 48,177 | 10,196,585 | | | 2025 | 780,404 | 9,663,410 | — | 944,289 | 57,316 | 11,445,419 | | | 2024 | 749,635 | 5,262,949 | — | 882,320 | 62,062 | 6,956,966 | | William F. Scannell President, Global Sales and Customer Operations | 2026 | 965,385 | 9,083,536(7) | — | 1,216,385 | 96,673 | 11,361,979 | | | 2025 | 933,847 | 11,154,063 | — | 924,509 | 85,283 | 13,097,702 | | | 2024 | 892,308 | 7,438,194 | — | 1,145,724 | 100,588 | 9,576,814 | | Yvonne McGill Former Chief Financial Officer | 2026 | 569,231(9) | 5,854,937(7) | — | — | 2,095,964 | 8,520,132 | | | 2025 | 692,308 | 5,611,716 | — | 837,693 | 54,882 | 7,196,599 | | | 2024 | 583,970(10) | 5,464,532 | — | 580,650 | 47,479 | 6,676,631 |

  178. Fiscal 2026 Nonqualified Deferred Compensation

    Fiscal 2026 Nonqualified Deferred Compensation

  179. Fiscal 2026 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Michael S. Dell | 62,115 | — | 646 | — | 62,761 | | David Kennedy | — | — | — | — | — | | Jeffrey W. Clarke | — | — | — | — | — | | Richard J. Rothberg | — | — | 378,590 | 868,935 | 1,689,272 | | William F. Scannell | — | — | 1,259 | — | 32,364 | | Yvonne McGill | — | — | — | — | — |

  180. Fiscal 2026 Nonqualified Deferred Compensation

    | (1) The aggregate earnings reflect the deduction of an annual administrative fee of $36 for calendar year 2025. The annual administrative fee did not apply for Mr. Dell, whose contributions began in calendar year 2026. |

  181. Fiscal 2026 Nonqualified Deferred Compensation

    Payments Upon Termination of Employment or Change in Control

  182. Potential Payments Upon Specified Events

    Potential Payments Upon Specified Events In accordance with Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreements entered into with Dell Technologies, severance payments are due to our non-CEO NEOs if the executive’s employment is terminated without “cause” or if the executive resigns for “good reason” (each as defined in the severance agreement), subject to the executive’s execution and non-revocation of a severance agreement and release of claims, compliance with certain non-competition and non-solicitation obligations for a period of 12 months following termination of employment and the executive’s commitment not to use or disclose certain confidential information of Dell Technologies at any time during or after the executive’s employment. In connection with any actual termination of employment with or without cause or change-in-control transaction, Dell Technologies may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts, or altering the terms of benefits described below, as the Board of Directors determines appropriate. Acceleration of equity awards occurs only in the event of a termination upon a non-CEO NEO’s death or disability, as set forth in the applicable equity award agreement. For information about the events that constitute a “change in control,” or “cause” or “good reason” under these agreements, see “Compensation Discussion and Analysis – Compensation Governance – Employment Agreements; Severance and Change-in-Control Arrangements – Severance and Change-in-Control Arrangements With Other Named Executive Officers.” For information about the events that constitute a “change in control” under Mr. Dell’s employment agreement, see “Compensation Discussion and Analysis – Compensation Governance – Employment Agreements; Severance and Change-in-Control Arrangements – Employment Agreement With Michael S. Dell.” The following table sets forth the amount of cash compensation and equity acceleration that each NEO employed on January 30, 2026 would have received under existing plans and arrangements if one of the events described in the table had occurred on January 30, 2026, based on the NEO’s compensation as of such date and, if applicable, based on the amount of outstanding equity awards held by the NEO as of such date and the fair market value as of such date of the Class C common stock. The actual amounts that would be paid upon an NEO’s termination of employment, including in connection with a change in control, can be determined only at the time of any such event, and any actual benefits, and actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the NEO’s current position and salary, the amount of stock-based awards held by the NEO and the fair market value of the Class C common stock.

  183. Potential Payments Upon Specified Events

    | Name | Severance payment(1) ($) | Acceleration benefit upon death or disability(2) ($) | Acceleration upon change in control ($) | Acceleration upon change in control and qualifying termination ($) | Acceleration upon qualifying termination ($) | | Michael S. Dell | — | — | — | — | — | | David Kennedy | 2,280,000 | 9,319,536 | — | — | — | | Jeffrey W. Clarke | 3,550,541 | 100,145,626 | — | — | — | | Richard J. Rothberg | 2,430,000 | 37,980,701 | — | — | — | | William F. Scannell | 2,910,001 | 47,395,739 | — | — | — |

  184. Potential Payments Upon Specified Events

    | (1) Represents estimated severance payments payable by Dell Technologies on termination without “cause” or for “good reason.” |

  185. Potential Payments Upon Specified Events

    | (2) Represents the value of unvested restricted stock units that are subject to vesting acceleration in the event of death or permanent disability, based on the closing price of $114.44 of the Class C common stock on January 30, 2026 as reported on the NYSE. Also includes accrued cash value of any related dividend equivalent rights. The performance option award for Mr. Clarke has an exercise price of $141.77 and was underwater at fiscal year-end and thus no value is included in the table above. |

  186. Potential Payments Upon Specified Events

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  187. Potential Payments Upon Specified Events

    Pay Ratio Disclosure For Fiscal 2026, as determined under Item 402(u) of the SEC’s Regulation S-K:

  188. Potential Payments Upon Specified Events

    | • | the annual total compensation for our CEO was $3,382,209; |

  189. Potential Payments Upon Specified Events

    | • | the annual total compensation for our median employee excluding our CEO was $78,796; and |

  190. Potential Payments Upon Specified Events

    | • | the ratio of our CEO’s annual total compensation to our median employee’s annual total compensation was 43 to 1. |

  191. Potential Payments Upon Specified Events

    The Company believes that there have not been any changes to our employee population, our employee compensation arrangements, or the Fiscal 2024 median employee’s circumstances that would result in a significant change to our pay ratio disclosure. As a result, even though the Company reduced its headcount during Fiscal 2026, we used the same median employee used for our Fiscal 2024 pay ratio calculation to calculate our Fiscal 2026 pay ratio. As our median employee was on a leave of absence for a portion of Fiscal 2026, we used the median employee’s annualized salary for the pay ratio calculation. To identify our median employee, we calculated the annual total target cash compensation of each employee as of January 22, 2024 for the 12-month period that ended on February 2, 2024. Total target cash compensation for this purpose consisted of base salary and target annual bonus and commission incentive and was calculated using internal human resources records. For our employees who were paid in currency other than U.S. dollars, these amounts were converted into U.S. dollars at the applicable exchange rate on January 22, 2024. We annualized the compensation for full-time and part-time employees who were not employed by us for all of Fiscal 2024. We did not make cost-of-living adjustments or any other assumptions, adjustments or estimates. We believe the ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  192. Potential Payments Upon Specified Events

    | Pay Versus Performance Disclosure |

  193. Potential Payments Upon Specified Events

    Pursuant to Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for our CEO, who is our principal executive officer, and our non-CEO NEOs, as well as certain performance measures and results for our five most recent fiscal years. The Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years presented. See “ Compensation Discussion and Analysis ” for information about the pay decisions made with respect to NEO compensation for Fiscal 2026. Pay Versus Performance

  194. Potential Payments Upon Specified Events

    | Year | Summary compensation table total for CEO ($) | Compensation actually paid to CEO ($) | Average summary compensation table total for non-CEO named executive officers ($) | Average compensation actually paid to non-CEO named executive officers ($) | Value of initial fixed $100 investment based on: | | Net income (in millions) ($) | Company- selected performance measure: Non-GAAP operating income (in millions) ($) | Additional important performance measure: Non-GAAP net revenue (in millions) ($) | | | | | | | Total shareholder return ($) | Peer group total shareholder return ($) | | | | | (a) | (b) (1) | (c) (2) | (d) (3)(4) | (e) (3)(4) | (f) | (g) (5) | (h) (6) | (i) (7) | (j) (8) | | Fiscal 2026 | 3,382,209 | 3,382,209 | 38,227,665 | 33,235,181 | 339.99 | 256.43 | 5,936 | 9,943 | 111,812 | | Fiscal 2025 | 3,092,256 | 3,092,256 | 14,210,501 | 26,007,501 | 302.09 | 204.12 | 4,576 | 8,549 | 91,987 | | Fiscal 2024 | 3,030,405 | 3,030,405 | 10,177,912 | 27,663,124 | 247.98 | 164.32 | 3,372 | 8,007 | 82,811 | | Fiscal 2023 | 2,809,352 | 2,809,352 | 11,632,812 | (5,076,520) | 118.27 | 111.16 | 2,422 | 8,877 | 96,580 | | Fiscal 2022 | 3,467,347 | 3,467,347 | 22,477,881 | 48,769,297 | 152.52 | 123.12 | 5,707 | 8,104 | 95,841 |

  195. Potential Payments Upon Specified Events

    | (1) Michael S. Dell was our CEO for each of the fiscal years presented (the “covered years”). Amounts shown are the amounts reported for the CEO in the “Total” column of the Summary Compensation Table (“SCT”) for the covered years. |

  196. Potential Payments Upon Specified Events

    | (2) Because Mr. Dell does not receive any equity grants under our compensation program, and because no pension benefits are payable to him, the amounts shown for compensation actually paid to the CEO for each covered year are the same as the compensation reported for Mr. Dell for each such year in the “Total” column of the SCT. |

  197. Potential Payments Upon Specified Events

    | (3) For Fiscal 2026, the non-CEO NEOs consisted of David Kennedy, Jeffrey W. Clarke, Richard J. Rothberg, William F. Scannell and Yvonne McGill. For Fiscal 2025, the non-CEO NEOs consisted of Ms. McGill, Mr. Clarke, Mr. Rothberg and Mr. Scannell. For Fiscal 2024, the non-CEO NEOs consisted of Ms. McGill, Mr. Clarke, Mr. Rothberg, Mr. Scannell, Thomas W. Sweet and Anthony Charles Whitten. For Fiscal 2023 and Fiscal 2022, the non-CEO NEOs consisted of Mr. Sweet, Mr. Clarke, Mr. Scannell and Mr. Whitten. |

  198. Potential Payments Upon Specified Events

    | (4) Average compensation actually paid to non-CEO NEOs reflects the following adjustments to the SCT amounts for stock awards reported for those NEOs for Fiscal 2026. There were no pension benefits reported for any NEO for Fiscal 2026. |

  199. Potential Payments Upon Specified Events

    | | Fiscal 2026 | | Non-CEO NEOs | See note (3) | | SCT total compensation ($) (a) | 38,227,665 | | Less: stock award and option award values reported in the SCT for the covered year ($) (a) | (35,832,910) | | Plus: fair value of stock awards and option awards granted in the covered year ($) (b) | 30,124,766 | | Change in fair value of outstanding unvested stock awards and option awards from prior years ($) (b) | 3,698,720 | | Change in fair value of stock awards and option awards from prior years that vested in the covered year ($) (c) | (1,002,838) | | Less: fair value of stock awards and option awards granted in prior years forfeited in the covered year | (1,980,222) | | Compensation actually paid ($) | 33,235,181 |

  200. Potential Payments Upon Specified Events

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  201. Potential Payments Upon Specified Events

    | (a) Grant date fair values of stock awards reported in the SCT are calculated based on the following: |

  202. Potential Payments Upon Specified Events

    | • | for time-based RSUs, the closing price of the Class C common stock as of the grant date as reported on the NYSE (or on the trading date immediately preceding the grant date, if the grant date occurs on a non-trading day); |

  203. Potential Payments Upon Specified Events

    | • | for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo valuation model to simulate the probabilities of achievement as of the grant date; |

  204. Potential Payments Upon Specified Events

    | • | for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of the accounting grant date as reported on the NYSE, assuming target performance; and |

  205. Potential Payments Upon Specified Events

    | • | for performance-based stock options, a Monte Carlo valuation model to simulate the probabilities of achievements as of the grant date. |

  206. Potential Payments Upon Specified Events

    | (b) At each fiscal year-end, the fair value of stock awards granted and adjustments to stock award fair values are calculated based on the following: |

  207. Potential Payments Upon Specified Events

    | • | for time-based RSUs, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE; |

  208. Potential Payments Upon Specified Events

    | • | for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, a Monte Carlo simulation model to determine the fair values of such performance-based RSUs as of fiscal year-end; |

  209. Potential Payments Upon Specified Events

    | • | for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock as of fiscal year-end as reported on the NYSE and the related accrued performance modifier as of fiscal year-end; and |

  210. Potential Payments Upon Specified Events

    | • | for performance-based stock options, a Monte Carlo simulation model to determine the fair values of such performance-based stock options as of fiscal year-end. |

  211. Potential Payments Upon Specified Events

    | For grants made prior to January 28, 2022, year-end fair values were adjusted as these grants were not entitled to dividend equivalent rights. For grants made after January 28, 2022, year-end fair values include accrued dividend equivalents. |

  212. Potential Payments Upon Specified Events

    | (c) Adjustments for vested stock award fair values are calculated based on the following: |

  213. Potential Payments Upon Specified Events

    | • | for time-based RSUs, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE; |

  214. Potential Payments Upon Specified Events

    | • | for performance-based RSUs subject to achievement of market-based performance goals based on relative total shareholder return, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier; and |

  215. Potential Payments Upon Specified Events

    | • | for performance-based RSUs subject to internal financial measures, the closing price of the Class C common stock on the trading date immediately preceding the vesting date as reported on the NYSE and the related realized performance modifier. |

  216. Potential Payments Upon Specified Events

    | For grants made after January 28, 2022, fair values include accrued dividend equivalents. |

  217. Potential Payments Upon Specified Events

    | (5) Peer group total shareholder return represents the cumulative total shareholder return of the S&P 500 Information Technology Index. |

  218. Potential Payments Upon Specified Events

    | (6) As reported in our annual report on Form 10-K for the fiscal year ended January 31, 2025, the Company’s consolidated financial statements were revised for the fiscal year ended February 2, 2024 to correct for the overstatement of cost of net revenue to the consolidated statements of income, net of the related tax effect, and the corresponding amounts affecting the consolidated statements of financial position. This resulted in a $177 million revision to net income for Fiscal 2024. |

  219. Potential Payments Upon Specified Events

    | (7) We determined non-GAAP operating income was the most important performance measure used to link Company performance to compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs for Fiscal 2026. Non-GAAP operating income is calculated by adjusting Dell Technologies’ GAAP operating income to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses, stock-based compensation expense and other corporate expenses, and the results of certain business operations. As a result of the adjustment to exclude the results of certain business operations, non-GAAP operating income for this purpose is not the same as externally reported non-GAAP operating income for Dell Technologies. |

  220. Potential Payments Upon Specified Events

    | (8) We present non-GAAP net revenue as an additional performance measure that is used to link Company performance to compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs. We define non-GAAP net revenue as net revenue calculated and reported in accordance with GAAP and adjusted to exclude purchase accounting adjustments, as applicable in certain years, and the results of certain business operations. As a result of this adjustment to exclude the results of certain business operations, non-GAAP net revenue for this purpose is not the same as externally reported non-GAAP net revenue for Dell Technologies. |

  221. Potential Payments Upon Specified Events

    Discussion of Information Presented in Pay Versus Performance Table We utilize a number of performance measures to align NEO compensation with Company performance. However, not all such measures are presented in the pay versus performance table above. In this section, we discuss the relationship between the compensation actually paid to our CEO and average compensation actually paid to our non-CEO NEOs for the last five fiscal years and the Company performance measures shown in the pay versus performance table.

  222. Potential Payments Upon Specified Events

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  223. Potential Payments Upon Specified Events

    Compensation Actually Paid to our CEO and Pay Versus Performance Measures The following chart shows the compensation actually paid to our CEO in relation to our total shareholder return (“TSR”) for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year.

  224. CEO Compensation Actually Paid and Company TSR

    CEO Compensation Actually Paid and Company TSR The following chart shows the compensation actually paid to our CEO in relation to our net income and non-GAAP operating income for each fiscal year presented.

  225. CEO Compensation Actually Paid and Net Income and Non-GAAP Operating Income

    CEO Compensation Actually Paid and Net Income and Non-GAAP Operating Income

  226. CEO Compensation Actually Paid and Net Income and Non-GAAP Operating Income

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  227. CEO Compensation Actually Paid and Net Income and Non-GAAP Operating Income

    The following chart shows the compensation actually paid to our CEO in relation to our non-GAAP net revenue for each fiscal year presented.

  228. CEO Compensation Actually Paid and Non-GAAP Net Revenue

    CEO Compensation Actually Paid and Non-GAAP Net Revenue Mr. Dell does not receive equity awards as a part of his compensation package. As a result, his compensation is not affected by the Dell Technologies stock price as reflected in our TSR. A significant portion of Mr. Dell’s annual compensation is in the form of cash payable under our Incentive Bonus Plan, as discussed under “ Compensation Discussion and Analysis – Individual Compensation Components – Annual Cash Bonus ,” which is tied to achievement of the Company’s non-GAAP net revenue and non-GAAP operating income targets. The decline in Mr. Dell’s compensation actually paid from Fiscal 2022 to Fiscal 2023 and the increase in his compensation actually paid from Fiscal 2023 to Fiscal 2026 resulted from the Company’s performance against its Incentive Bonus Plan financial targets for those fiscal years.

  229. CEO Compensation Actually Paid and Non-GAAP Net Revenue

    | Summary Information | Proposal 1 | Proposal 2 | Proposal 3 | Proposal 4 | Compensation Committee Report | Compensation Committee Interlocks and Insider Participation | Compensation Discussion and Analysis | Compensation of Executive Officers | Pay Versus Performance Disclosure |

  230. CEO Compensation Actually Paid and Non-GAAP Net Revenue

    Average Compensation Actually Paid to our Non-CEO NEOs and Pay Versus Performance Measures The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our TSR for each fiscal year presented, as well as our TSR compared to our peer group TSR for each such fiscal year.

  231. Non-CEO NEO Average Compensation Actually Paid and Company TSR

    Non-CEO NEO Average Compensation Actually Paid and Company TSR The following chart shows the average compensation actually paid to our non-CEO NEOs in relation to our net income and non-GAAP operating income for each fiscal year presented.

  232. Non-CEO NEO Average Compensation Actually Paid and

    Non-CEO NEO Average Compensation Actually Paid and

  233. Non-CEO NEO Average Compensation Actually Paid and

    Non-CEO NEO Average Compensation Actually Paid and

  234. BOARD OF DIRECTORS

    BOARD OF DIRECTORS SECTION 3.01 Powers. Except as otherwise provided by the Certificate of Formation or the TBOC, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the TBOC or the Certificate of Formation directed or required to be exercised or done by the shareholders. SECTION 3.02 Number and Term; Chairman. The Board of Directors shall consist of such number of directors, not less than three (3) nor more than twenty-one (21), as shall from time to time be fixed by resolution of the Board of Directors, subject to the provisions of the Certificate of Formation and the Sponsor Shareholders Agreements; provided, that (a) the number of Group IV Directors shall be one and (b) the number of Group I Directors shall not be less than three (3) nor more than twenty (20). The term of each director shall be as set forth in the Certificate of Formation. Directors need not be shareholders. The Board of Directors shall elect a Chairman of the Board of Directors, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which he or she is present. If the Chairman of the Board of Directors is not present at a meeting of the Board of Directors, a majority of the directors present at such meeting shall elect one of their members to preside. SECTION 3.03 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation or the Secretary. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation. SECTION 3.04 Removal. Directors of the Corporation may be removed in the manner provided in the Certificate of Formation and the TBOC. SECTION 3.05 Vacancies and Newly Created Directorships. Except as otherwise required by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Certificate of Formation and the Sponsor Shareholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. SECTION 3.06 Regular and Special Meetings; Notice. Regular meetings of the Board of Directors may be held at such places, within or without the State of Texas, and times as shall be determined from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors and shall be called by the Chief Executive Officer or the Secretary if directed by a majority of the directors then in office, and any such meeting shall be at such place, date and time as may be fixed by the person or persons at whose direction the meeting is called. Notice need not be given of regular meetings of the Board of Directors. At least forty-eight (48) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of the meeting shall be given to each director entitled to attend such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

  235. BOARD OF DIRECTORS

    | Annex C | Annex D | Annex E | Annex F | Annex G | Annex H |

  236. BOARD OF DIRECTORS

    SECTION 3.07 Quorum, Voting and Adjournment. Unless otherwise provided in the Certificate of Formation, the attendance of a majority of the authorized number of directors in any manner permitted by the TBOC shall constitute a quorum for the transaction of business of the Board of Directors, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall be entitled to one vote. SECTION 3.08 Action Without a Meeting. Unless otherwise restricted by the Certificate of Formation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, the consent or consents or electronic transmission or transmissions shall be filed in the minutes of proceedings of the Board of Directors in accordance with applicable law. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form. SECTION 3.09 Remote Meeting. Unless otherwise restricted by the Certificate of Formation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting. SECTION 3.10 Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation as a member of the Board of Directors or any committee thereof. Notwithstanding the foregoing, the Corporation shall reimburse the shareholders party to the Sponsor Shareholders Agreements in connection with meetings of the Board of Directors and its committees as provided in the Sponsor Shareholders Agreements. SECTION 3.11 Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

  237. BOARD OF DIRECTORS

    BOARD OF DIRECTORS SECTION 3.01 Powers. Except as otherwise provided by the Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Amended and Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders. SECTION 3.02 Number and Term; Chairman. The Board of Directors shall consist of such number of directors, not less than three (3) nor more than twenty-one (21), as shall from time to time be fixed by resolution of the Board of Directors, subject to the provisions of the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements; provided, that (a) the number of Group IV Directors shall be one and (b) the number of Group I Directors shall not be less than three (3) nor more than twenty (20). The term of each director shall be as set forth in the Amended and Restated Certificate of Incorporation. Directors need not be stockholders. The Board of Directors shall elect a Chairman of the Board of Directors, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors at which he or she is present. If the Chairman of the Board of Directors is not present at a meeting of the Board of Directors, a majority of the directors present at such meeting shall elect one of their members to preside. SECTION 3.03 Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation or the Secretary. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation. SECTION 3.04 Removal. Directors of the Corporation may be removed in the manner provided in the Amended and Restated Certificate of Incorporation and the DGCL. SECTION 3.05 Vacancies and Newly Created Directorships. Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. SECTION 3.06 Meetings. Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors and shall be called by the Chief Executive Officer or the Secretary if directed by a majority of the directors then in office, and any such meeting shall be at such place, date and time as may be fixed by the person or persons at whose direction the meeting is called. Notice need not be given of regular meetings of the Board of Directors. At least forty-eight (48) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) of the time, date and place of the meeting shall be given to each director entitled to attend such meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. SECTION 3.07 Quorum, Voting and Adjournment. Unless otherwise provided in the Amended and Restated Certificate of Incorporation, the attendance as contemplated in any manner permitted by the DGCL, of a majority of the authorized number of directors shall constitute a quorum for the transaction of business of the Board of Directors, and the affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall be entitled to one vote.

  238. BOARD OF DIRECTORS

    | Annex C | Annex D | Annex E | Annex F | Annex G | Annex H |

  239. BOARD OF DIRECTORS

    SECTION 3.08 Action Without a Meeting. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission. After the action is taken, the consent or consents or electronic transmission or transmissions shall be filed in the minutes of proceedings of the Board of Directors in accordance with applicable law. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form. SECTION 3.09 Remote Meeting. Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting. SECTION 3.10 Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity. Notwithstanding the foregoing, the Corporation shall reimburse the Sponsor Stockholders in connection with meetings of the Board of Directors and its committees as provided in the Sponsor Stockholders Agreements. SECTION 3.11 Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.