Dell Technologies Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed by Dell Technologies Inc. on September 30, 2021. The report addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors increased its size from seven to eight directors.
- New Appointment: David Grain was appointed as a new director, effective September 30, 2021.
- Director Profile: Mr. Grain is the founder and CEO of Grain Management, LLC, with prior experience at Global Signal, Inc., AT&T Broadband, and Morgan Stanley. He is also a director for Southern Company and New Fortress Energy Inc.
- Independence: The Board determined Mr. Grain qualifies as an independent director under NYSE requirements.
Compensation and Governance Details
Mr. Grain was appointed as a Group I director with a term expiring at the 2022 annual meeting. He has not been appointed to any Board committees. His compensation for the initial year includes:
- Cash Retainer: $100,000.
- Equity Retainer: $225,000 in restricted stock units (Class C common stock).
- Deferral Election: Mr. Grain elected to receive both retainers as deferred stock units, vesting in full on June 22, 2022. The unit count is based on the closing stock price on September 30, 2021.
- Indemnification: An indemnification agreement was executed pursuant to the Company's standard form for Board members.
Key Facts for Investor Verification
- Verify the total number of Board seats and the specific term expiration date for the new director.
- Confirm the vesting schedule and settlement terms of the deferred stock units granted to Mr. Grain.
- Review the Company's proxy statement for the 2021 annual meeting to understand the full independent director compensation program.
- Check for any future filings regarding Mr. Grain's committee assignments, as none were assigned at the time of this filing.