- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
27 5월 2011 - 6:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Dell Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on July 15, 2011.
DELL INC.
www.dell.com
ONE DELL WAY
ROUND ROCK, TX 78682
Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
May 20, 2011
Date:
July 15, 2011
Time:
8:00 a.m. CDT
Location:
Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/dell2011.
Dell Round Rock Campus
Building 2-East
Dallas/Houston Conference Rooms
501 Dell Way
Round Rock, TX 78682
You are receiving this communication because you hold
shares in the above named company.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an
overview of the more complete proxy materials that are
available to you on the Internet. You may view the proxy
materials online at
www.proxyvote.com
or easily request a
paper copy (see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
NOTICE AND PROXY STATEMENT ANNUAL REPORT TO STOCKHOLDERS
Proxy Materials Available to VIEW or RECEIVE:
How to View Online:
Have the information that is printed in the box marked by the arrow (located on
the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO
charge for
requesting a copy. Please choose one of the following methods to make your request:
1)
BY INTERNET
: www.proxyvote.com
2)
BY TELEPHONE
: 1-800-579-1639
3)
BY E-MAIL*
: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is
printed in the box marked
by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment
advisor. Please make the request as instructed above on or before
July 1, 2011 to facilitate timely
delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote In Person:
Many shareholder meetings have attendance requirements including, but not
limited to, the possession
of an attendance ticket issued by the entity holding the meeting. Please check the meeting
materials for any special
requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these
shares.
Vote By Internet:
Before The Meeting:
Go to
www.proxyvote.com.
Have the information that is printed in the box marked
by the arrow
available and follow the instructions.
During The Meeting:
Go to
www.virtualshareholdermeeting.com/dell2011.
Have the information that is
printed in the box
marked by the arrow available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include
a proxy card.
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Voting Items
M35741-P14363
In their discretion, the Proxies are authorized
to vote on such other business as may properly
come before the meeting or any postponement
or adjournment thereof.
Proposal 2
Ratification of selection of
PricewaterhouseCoopers LLP as Dells independent
auditor for Fiscal 2012
Proposal 4
Advisory vote on whether future advisory
votes on named officer executive compensation should occur
every 1 year, every 2 years or every 3 years
Proposal 3
Approval, on an advisory basis,
of Dells compensation of its named executive
officers as disclosed in the Proxy Statement
The Board of Directors recommends a vote FOR
Proposal 3
Stockholder Proposal 2
Stockholder Action By Written
Consent
Stockholder Proposal 1
Independent Chairman
The Board of Directors recommends a vote AGAINST
Stockholder Proposal 1
Stockholder Proposal 3
Declaration of Dividends
01) James W. Breyer
02) Donald J. Carty
03) Michael S. Dell
04) William H. Gray, III
05) Gerard J. Kleisterlee
Proposal 1
Election of Directors
Nominees:
The Board of Directors recommends a vote FOR all
nominees
The Board of Directors recommends a vote FOR
Proposal 2
The Board of Directors recommends a vote FOR
Every 1 Year on Proposal 4
The Board of Directors recommends a vote AGAINST
Stockholder Proposal 2
The Board of Directors recommends a vote AGAINST
Stockholder Proposal 3
06) Thomas W. Luce, III
07) Klaus S. Luft
08) Alex J. Mandl
09) Shantanu Narayen
10) H. Ross Perot, Jr.
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