Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described under Item 5.07 of this report, on June 20, 2023, the stockholders of Dell Technologies Inc. (the "Company") voted at the Company's 2023 annual meeting of stockholders (the "2023 annual meeting") to approve the Dell Technologies Inc. 2023 Stock Incentive Plan (the "plan").

The Company's Board of Directors approved the plan, subject to stockholder approval at the 2023 annual meeting, on April 18, 2023. The plan became effective at the time of stockholder approval.

Under the plan, the Company is authorized to make a variety of stock-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units and dividend equivalent rights, and cash-denominated awards. There are available for issuance under the plan, subject to adjustment under the plan, 50,000,000 shares of the Company's Class C common stock, par value $0.01 per share (the "Class C common stock"), plus (i) the number of shares of Class C common stock that remained available for future grants under the Dell Technologies Inc. 2013 Stock Incentive Plan (the "prior plan") as of the effective date of the plan and (ii) the number of shares subject to stock awards outstanding under the prior plan as of the effective date of the plan that subsequently expire or terminate prior to exercise or settlement and would again become available under the prior plan.

A copy of the plan is filed as Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02. The material terms of the plan are described in the Company's definitive proxy statement on Schedule 14A for the 2023 annual meeting filed with the Securities and Exchange Commission on May 10, 2023 (the "2023 proxy statement").

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On June 20, 2023, the Company held its 2023 annual meeting of stockholders. At the 2023 annual meeting, the Company's stockholders voted on five proposals. The proposals are described in the 2023 proxy statement.

(b) As of the record date for the 2023 annual meeting, an aggregate of 729,869,101 shares of the Company's common stock were outstanding and entitled to vote at the meeting, of which 378,480,523 are shares of Class A common stock, 95,350,227 are shares of Class B common stock and 256,038,351 are shares of Class C common stock.

Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock is entitled to one vote per share.

The final voting results with respect to each proposal voted upon at the 2023 annual meeting are set forth below.

Proposal 1

The holders of the outstanding shares of all outstanding series of the Company's common stock, voting together as a single class, elected to the Board of Directors of the Company each of the seven nominees for Group I director, and the holders of the Company's outstanding Class C common stock, voting separately as a series, elected to the Board of Directors of the Company the nominee for Group IV director, each as specified in the proxy statement, based on the following numbers of votes:



     Group I Director Nominee               For              Withheld        Broker Non-Votes
     Michael S. Dell                   4,845,082,172        70,962,386          44,421,125
     David W. Dorman                   4,856,130,096        59,914,462          44,421,125
     Egon Durban                       4,836,998,984        79,045,574          44,421,125
     David Grain                       4,913,468,267        2,576,291           44,421,125
     William D. Green                  4,910,765,903        5,278,655           44,421,125
     Simon Patterson                   4,904,279,505        11,765,053          44,421,125
     Lynn Vojvodich Radakovich         4,913,746,212        2,298,346           44,421,125


     Group IV Director Nominee              For             Withheld        Broker Non-Votes
     Ellen J. Kullman                   106,252,974        71,857,734          44,421,125

There were no abstentions with respect to this proposal.


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Each nominee elected to the Board of Directors at the 2023 annual meeting as a Group I director or Group IV director was elected for a term commencing on the date of the 2023 annual meeting and ending on the earlier of the date on which the director's successor is elected and qualified and the date of the director's death, resignation, disqualification or removal.

Proposal 2

The holders of the outstanding shares of all outstanding series of the Company's common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending February 2, 2024, based on the following numbers of votes:



                           For              Against         Abstentions
                      4,944,048,625        14,201,837        2,215,221

There were no broker non-votes with respect to this proposal.

Proposal 3

The holders of the outstanding shares of all outstanding series of the Company's common stock, voting together as a single class, approved, by an advisory vote, the compensation of the Company's named executive officers as disclosed in the 2023 proxy statement, based on the following numbers of votes:



       For              Against        Abstentions         Broker Non-Votes
  4,906,258,382        8,516,651        1,269,525             44,421,125



Proposal 4

The holders of the outstanding shares of all outstanding series of the Company's common stock, voting together as a single class, designated, by an advisory vote, "every 1 year" as the frequency with which the Company should hold an advisory vote by stockholders to approve the compensation of the Company's named executive officers, based on the following numbers of votes:



 Every 1 Year        Every 2 Years         Every 3 Years        Abstentions         Broker Non-Votes
 4,911,304,045          174,650              3,722,166            843,697              44,421,125



Proposal 5

The holders of the outstanding shares of all outstanding series of the Company's common stock, voting together as a single class, approved the Dell Technologies Inc. 2023 Stock Incentive Plan, based on the following number of votes:



       For              Against         Abstentions         Broker Non-Votes
  4,842,662,861        72,453,304         928,393              44,421,125

(d) In light of the stockholder vote at the 2023 annual meeting on Proposal 4 as reported above, and consistent with the recommendation of the Board of Directors to stockholders, the Company has determined that it will include an advisory vote in its proxy materials to approve the Company's compensation of its named executive officers as disclosed in such proxy materials every 1 year until the next required vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.




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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following are herewith filed as exhibits to this report:



    Exhibit
     Number                                            Description
          10.1           Dell Technologies Inc. 2023 Stock Incentive Plan
             104       Cover Page Interactive Data File - the cover page XBRL tags are embedded
                       within the Inline XBRL document.


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