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1.	To elect to the Board of Directors the seven director nominees specified in the accompanying proxy statement

2.	To ratify the appointment of PricewaterhouseCoopers LLP as Dell Technologies’ independent registered public accounting firm for the fiscal year ending January 31, 2020

3.	To approve, on a non-binding, advisory basis, the compensation of Dell Technologies’ named executive officers as disclosed in the accompanying proxy statement

4.	To approve an amendment to the Dell Technologies Inc. 2013 Stock Incentive Plan to increase the number of shares of Class C common stock issuable under the plan

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Q:	Why am I receiving these materials?

A:

You are receiving these materials in connection with the solicitation of proxies on behalf of our Board of Directors for use at the 2019 Annual Meeting of Stockholders, which will take place on Tuesday, July 9, 2019, at 10:00 a.m., Central Time. As a stockholder as of the close of business on May 13, 2019, which is the record date fixed by the Board of Directors, you are entitled and urged to vote your shares on the proposals described in this proxy statement, and are invited to attend the annual meeting, which will be held online.

Q:	What information is contained in these materials?

A:	These materials include

•	our notice of the annual meeting of stockholders;

•	our proxy statement for the annual meeting, which contains information about the proposals to be voted on at the meeting, the voting process and other required information; and

•	our annual report on Form 10‑K for our fiscal year ended February 1, 2019, or Fiscal 2019, which includes our audited consolidated financial statements and which is our annual report to stockholders for the fiscal year.

Q:	Why might I have received a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

A:

As permitted by the rules of the Securities and Exchange Commission, or the SEC, we are furnishing proxy materials to many of our stockholders via the internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials, or Notice, by mail, you will not receive a paper or e-mail copy of the proxy materials unless you request one. To request a printed or e-mail copy of the proxy materials (free of charge), you should follow the instructions included in the Notice. The Notice also provides instructions on how to access the proxy materials online, how to submit your proxy or voting instructions via the internet, by telephone or mail, and how to vote online at the annual meeting.

Q:	Why did some stockholders not receive a Notice in the mail?

A:	Some Dell Technologies stockholders, including stockholders who previously have requested to receive paper copies of the proxy materials, will receive paper copies of the proxy materials instead of a Notice.

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Q:	How do I access the materials for the annual meeting or request a paper or electronic copy of the materials if I received a Notice?

A:

The Notice you received from Dell Technologies or your bank, brokerage firm or other nominee provides instructions regarding how to view Dell Technologies’ proxy materials for the annual meeting online. As explained in greater detail in the Notice, to view the proxy materials and submit your proxy or voting instructions, you will need to follow the instructions in your Notice and have available your 16 digit control number contained in your Notice. The proxy statement and Dell Technologies’ annual report on Form 10-K for Fiscal 2019, which is our annual report to stockholders for the fiscal year, are also available electronically on our website at http://investors.delltechnologies.com under the News & Events - Events & Presentations section.

Q:	What proposals will be voted on at the annual meeting?

A:	Stockholders will vote on four proposals at the annual meeting:

•	Proposal 1 - To elect to the Board of Directors the seven director nominees specified in this proxy statement

•	Proposal 2 - To ratify the appointment of PwC as Dell Technologies’ independent registered public accounting firm for the fiscal year ending January 31, 2020

•	Proposal 3 - To approve named executive officer compensation as disclosed in this proxy statement on a non-binding, advisory basis, which we refer to as the “Say-on-Pay” proposal

•	Proposal 4 - To approve an amendment to the Dell Technologies Inc. 2013 Stock Incentive Plan to increase the number of shares of Class C common stock issuable under the plan

Q:	How does the Board of Directors recommend that I vote on these proposals?

A:	The Board of Directors unanimously recommends that you vote your shares:

•	“FOR” the election of each of the Board’s director nominees, as described in Proposal 1

•	“FOR” the ratification of the appointment of PwC as Dell Technologies’ independent registered public accounting firm for the fiscal year ending January 31, 2020, as described in Proposal 2

•	“FOR” approval of named executive officer compensation as disclosed in this proxy statement on a non-binding, advisory basis, as described in Proposal 3

•	“FOR” approval of the share increase amendment under the Dell Technologies Inc. 2013 Stock Incentive Plan, as described in Proposal 4

Q:	Who is entitled to vote at the annual meeting?

A:	Holders of record of our Class A common stock, Class B common stock and Class C common stock as of the close of business on May 13, 2019, which is the record date fixed by the Board of Directors, are entitled to vote their shares at the annual meeting.

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Q:	What constitutes a quorum for the annual meeting?

A:

To conduct any business at the annual meeting, a quorum must be present in person or represented by valid proxies. The holders of record of issued and outstanding shares of Dell Technologies common stock representing a majority of the voting power of all issued and outstanding shares of common stock entitled to vote at the meeting, present or represented by proxy, will constitute a quorum for the transaction of business at the meeting.

Q:	How many shares may be voted at the annual meeting?

A:	As of the record date for the annual meeting, an aggregate of 718,563,551 shares of Dell Technologies common stock are outstanding and entitled to vote at the meeting.

•	Class A common stock, of which 408,479,708 shares are outstanding as of the record date

•	Class B common stock, of which 136,986,858 shares are outstanding as of the record date

•	Class C common stock, of which 173,096,985 shares are outstanding as of the record date

Q:	What shares may I vote and what are the voting rights of the holders of Dell Technologies’ common stock?

A:	You may vote all of the shares of Dell Technologies’ common stock owned by you as of the close of business on the record date.

•	Each share of Class A common stock is entitled to ten votes per share.

•	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.

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Q:	What is the difference between a “stockholder of record” and a “beneficial owner”?

A:	Whether you are a “stockholder of record” or a “beneficial owner” with respect to your shares of Dell Technologies common stock depends on how you hold your shares:

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Stockholder of record: If you hold shares directly in your name on records maintained by Dell Technologies’ transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the “stockholder of record” with respect to those shares, the proxy materials or Notice have been sent directly to you by Dell Technologies, and you may submit a proxy and vote those shares in the manner described in this proxy statement.

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Beneficial owner: If your shares are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the proxy materials (or a Notice, if applicable) are being forwarded to you by your nominee along with a voting instruction form. You may use the voting instruction form to direct your nominee on how to vote your shares, using one of the methods described on the voting instruction form.

Q:	May I attend the annual meeting? What do I need in order to attend the meeting?

A:	The annual meeting will be conducted completely online via the internet. Stockholders may attend and participate in the meeting by visiting www.virtualshareholdermeeting.com/DELL2019. To access the annual meeting, you will need the 16 digit control number included on your Notice, on your proxy card or on your voting instruction form.

Q:	Why is the annual meeting a virtual, online meeting?

A:	By conducting our annual meeting solely online via the internet, we eliminate many of the costs associated with a physical meeting. In addition, we anticipate that a virtual meeting will provide greater accessibility for stockholders, encourage stockholder participation from around the world, and improve our ability to communicate more effectively with our stockholders during the meeting.

Q:	How may I vote my shares at the virtual annual meeting?

A:

If you hold shares of Dell Technologies common stock as the stockholder of record, you have the right to vote those shares at the annual meeting. If you are a beneficial owner and hold shares of Dell Technologies common stock in street name, you may vote the shares you beneficially own through the online voting platform under a legal proxy from your bank, brokerage firm or other nominee and are not required to take any additional action to obtain a legal proxy. Please follow the instructions at www.virtualshareholdermeeting.com/DELL2019 in order to vote your shares during the meeting, whether you hold your shares of record or in street name. You will need the 16 digit control number provided on your proxy card, voting instruction form or Notice.

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Q:	How may I vote my shares without attending the annual meeting?

A:	Even if you plan to attend the virtual annual meeting, you should submit a proxy or voting instructions before the annual meeting by the method or methods below:

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If you received a Notice by mail: You may access the proxy materials and voting instructions over the internet via the web address provided on the Notice. To access the materials and to submit your proxy or voting instructions, you will need the 16 digit control number provided on the Notice you received in the mail. You may submit your proxy or voting instructions by following the instructions on the Notice or on the proxy voting website.

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If you received the proxy materials by e-mail: You may access the proxy materials and voting instructions over the internet via the web address provided in the e-mail. To submit your proxy or voting instructions, you will need the 16 digit control number set forth in the e-mail. You may submit your proxy or voting instructions by following the instructions in the e-mail or on the proxy voting website.

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If you received the proxy materials by mail: You may submit your proxy or voting instructions by following the instructions provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions via the internet or by telephone, you will need the 16 digit control number provided on the proxy card or voting instruction form. If you submit your proxy or voting instructions by mail, please complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed, postage-paid envelope.

Q:	What is the deadline for submitting a proxy or voting instructions via the internet or by telephone?

A:	If you are a stockholder of record and do not vote at the virtual annual meeting, you may submit your proxy via the internet or by telephone until 11:59 p.m., Eastern Time (10:59 p.m., Central Time), on Monday, July 8, 2019.

Q:	May I revoke my proxy or voting instructions before my shares are voted at the annual meeting?

A:

Yes. Stockholders generally have the right to revoke their proxy or voting instructions before their shares are voted at the annual meeting, subject to the voting deadlines described in the immediately preceding question. Your attendance at the annual meeting will not automatically revoke your proxy unless you vote at the meeting or file a written notice with the Corporate Secretary of Dell Technologies requesting that your prior proxy be revoked (see instructions below).

•	Stockholders of record: If you are a stockholder of record, you may revoke a proxy by:

•	signing another proxy card with a later date and delivering it to an officer of the Company before the annual meeting;

•	submitting a later proxy via the internet or by telephone before 11:59 p.m., Eastern Time (10:59 p.m., Central Time), on July 8, 2019;

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•	providing written notice of your revocation to our Corporate Secretary at Dell Technologies Inc., One Dell Way, Round Rock, Texas 78682, Attn: Corporate Secretary; or

•	voting your shares online at the annual meeting.

•	Beneficial owners: If you are a beneficial owner of shares held through a bank, brokerage firm or other nominee, you may submit new voting instructions by:

•	submitting new voting instructions in the manner stated in the voting instruction form; or

•	voting your shares at the annual meeting through the online voting platform under a legal proxy from your bank, broker or other nominee.

Q:	How do I elect to receive future proxy materials electronically?

A:

If you received a paper copy of the proxy materials or the Notice, you may elect to receive future proxy materials electronically by following the instructions on your proxy card or voting instruction form or at www.proxyvote.com. Choosing to receive future proxy materials by e-mail will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials. If you choose to receive future proxy materials by e-mail, you will receive an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Q:	What does it mean if I receive more than one proxy card or voting instruction form?

A:

If your shares are held in more than one account, you will receive a proxy card or voting instruction form for each account. To ensure that all of your shares are voted, please follow the instructions you receive for each account to submit a proxy or voting instructions via the internet or by telephone, or by completing, dating, signing and returning your proxy card or voting instruction form in the pre-addressed, postage-paid envelope provided.

Q:	How will my shares be voted if I submit my proxy or voting instruction form but do not provide specific voting instructions in the proxy or voting instruction form I submit?

A:	The effect of submitting a proxy or voting instruction form without providing specific voting instructions depends on how you hold your shares.

•	Stockholders of record: If you submit a proxy to Dell Technologies but do not indicate any voting instructions, your shares will be voted as follows:

•	“FOR” the election of each director nominee specified in Proposal 1

•	“FOR” Proposal 2 (ratification of appointment of independent registered public accounting firm)

•	“FOR” Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement)

•	“FOR” Proposal 4 (approval of the share increase amendment under the Dell Technologies Inc. 2013 Stock Incentive Plan)

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Beneficial owners: A bank, brokerage firm or other nominee that holds shares for a beneficial owner will be entitled to vote those shares without instructions from the beneficial owner on matters that are considered to be “routine” in nature. Proposal 2 (ratification of appointment of PricewaterhouseCoopers LLP as Dell Technologies’ independent registered public accounting firm for the fiscal year ending January 31, 2020) is the only proposal to be acted on at the annual meeting that would be considered routine. Unless instructed by the beneficial owner on how to vote, a bank, brokerage firm or other nominee is not entitled to vote shares it holds for a beneficial owner on any proposals that are considered “non-routine.” The non-routine proposals for the annual meeting consist of Proposal 1 (election of directors) Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement) and Proposal 4 (approval of the share increase amendment under the Dell Technologies Inc. 2013 Stock Incentive Plan).

Q:	What vote is required to approve each of the proposals?

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Q:	What effect do abstentions and broker non-votes have for purposes of determining whether a quorum is present and for purposes of determining the outcome of the proposals?

A:	If your shares are counted as either a broker non-vote or an abstention, your shares will be included in the number of shares represented for purposes of determining whether a quorum is present.

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Abstentions: Abstentions will have no effect on the outcome of the vote on Proposal 1 (election of directors). Abstentions will have the same effect as a vote against Proposal 2 (ratification of appointment of independent registered public accounting firm), Proposal 3 (advisory vote to approve named executive officer compensation as disclosed in this proxy statement) and Proposal 4 (approval of the share increase amendment under the Dell Technologies Inc. 2013 Stock Incentive Plan).

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Broker non-votes: There are not expected to be any broker non-votes with respect to voting on Proposal 2 (ratification of appointment of independent registered public accounting firm). Broker non-votes will have no effect on the outcome of the vote on Proposal 1, 3 or 4. A “broker non-vote” occurs when (1) the beneficial owner of shares held through a bank, brokerage firm or other nominee in “street name” does not give the nominee specific voting instructions on the matter, (2) the proposal being voted on is a matter that is considered “non-routine” in nature and (3) there is at least one “routine” proposal being voted on at the same meeting. If you are a beneficial owner of Dell Technologies common stock and do not submit any voting instructions to your bank, brokerage firm or other nominee, your nominee may exercise its discretion to vote your shares on Proposal 2, because that proposal is considered routine. However, a nominee is not entitled to vote the shares it holds for a beneficial owner on any “non-routine” proposals. Therefore, if you do not provide specific voting instructions to your nominee, and if your shares are voted as directed by your nominee on Proposal 2, your shares will constitute broker non-votes with respect to Proposals 1, 3 and 4, because these are non-routine proposals.

Q:	How will the voting power of shares held by our principal stockholders affect approval of the proposals being voted on at the annual meeting?

A:	Our principal stockholders have the ability to ensure approval of all of the proposals to be voted on at the annual meeting.

•	to elect all of the directors nominated for election at the annual meeting; and

•	to determine the outcome of Proposals 2, 3 and 4.

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Q:	What happens if additional matters are presented at the annual meeting?

A:	If you grant a proxy to the Company, the Company’s proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the annual meeting. As of the date of this proxy statement, other than the proposals described in this proxy statement, the Company has not received valid notice of any other business to be acted upon at the annual meeting.

Q:	Who will count the votes?

A:	Broadridge Financial Solutions, Inc., or a representative or agent of Broadridge Financial Solutions, Inc., will tabulate and certify the votes as the inspector of election for the annual meeting.

Q:	Where can I find the voting results of the annual meeting?

A:	Dell Technologies will report the voting results by filing a current report on Form 8-K with the SEC within four business days after the date of the annual meeting. If the final voting results are not known when Dell Technologies files its report, it will amend the initial report to disclose the final voting results within four business days after those results become known.

Q:	Who will bear the cost of soliciting votes for the annual meeting?

A:

Dell Technologies will bear all costs of this proxy solicitation. Proxies may be solicited by mail, in person, by telephone, by facsimile, by electronic means or by advertisements by directors, executive officers and other employees of Dell Technologies or its subsidiaries, without additional compensation. Dell Technologies will reimburse banks, brokerage firms and other nominees for their reasonable expenses to forward proxy materials to beneficial owners.

Q:	Are copies of the proxy materials for the annual meeting and Dell Technologies’ annual report on Form 10-K available electronically?

A:	Yes. Copies of the proxy materials for the annual meeting and Dell Technologies’ annual report on Form 10-K for Fiscal 2019 are available without exhibits at http://investors.delltechnologies.com under the News & Events - Events & Presentations section, and with exhibits at the website maintained by the SEC at www.sec.gov.

Q:	How may I propose matters for inclusion in Dell Technologies’ proxy materials for the 2020 annual meeting of stockholders or for consideration at the 2020 annual meeting of stockholders, and what are the deadlines?

A:	For information on how to propose matters for inclusion in Dell Technologies’ proxy materials for the 2020 annual meeting of stockholders or for consideration at the 2020 annual meeting of stockholders without inclusion in our proxy materials, and for the specification of the applicable deadlines, see “Additional Information - Stockholder Proposals for Next Year’s Annual Meeting.”

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Q:	What is “householding” and how does it affect me?

A:	For information on “householding” of proxy materials and how it may affect you, including how to obtain a separate set of voting materials, see “Additional Information - Stockholders Sharing the Same Last Name and Address.”

Q:	What is the address of Dell Technologies’ principal executive offices?

A:	The mailing address of Dell Technologies’ principal executive offices is One Dell Way, Round Rock, Texas 78682.

Q:	Who can help answer my other questions or help me if I need other assistance?

A:	If you have questions about the annual meeting, require assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or the proxy card, please contact Investor Relations at investor_relations@dell.com.

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Leadership Experience - Dell Technologies seeks directors who demonstrate extraordinary leadership qualities. Strong leaders bring vision, strategic agility, diverse and global perspectives, and broad business insight to the Company. They demonstrate practical management experience, skills for managing change, and deep knowledge of industries, geographies and risk management strategies relevant to the Company. They have experience in identifying and developing Dell Technologies’ current and future leaders. The relevant leadership experience Dell Technologies seeks includes a past or current leadership role in a major public company or recognized privately held entity; a past or current leadership role at a prominent educational institution or senior faculty position in an area of study important or relevant to the Company; 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.

•	Finance Experience - Dell Technologies believes that all directors should possess an understanding of finance and related corporate reporting processes. Dell Technologies also seeks directors who qualify as an “audit committee financial expert,” as defined in the SEC’s rules, for service on the Audit Committee.

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Industry Experience - Dell Technologies seeks directors who have relevant industry experience. Dell Technologies values experience in areas in which Dell Technologies places strategic importance, including new or expanding businesses, customer segments or geographies, organic and inorganic growth strategies, and existing and new technologies; deep understanding or a special perspective concerning Dell Technologies’ business environments; and experience with, exposure to, or reputation among a broad subset of Dell Technologies’ customer base.

•	International Experience - 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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Diversity of Background - Although the Board of Directors has not established any formal diversity policy to be used to identify director nominees, it recognizes that a current strength of the Board stems from the diversity of perspectives and understanding that arises from discussions involving individuals of varied backgrounds and experience. When assessing a candidate’s background and experience, the Board of Directors takes into consideration a broad range of relevant factors, including a candidate’s gender and ethnicity.

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

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

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•	At each executive session of the independent directors, those directors elect an independent director as presiding director to chair the next executive session.

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

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

•	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;

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

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

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

•	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

•	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.

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

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

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

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

•	reviewing our Corporate Governance Principles at least annually and recommending any changes to such principles to the Board of Directors; and

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

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

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

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

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

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

•	acting as administrator of our stock-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

•	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.

•	providing our executive officers with advice and input regarding the operations and management of our business; and

•	considering and making recommendations to the Board of Directors regarding Dell Technologies’ business strategy.

•	review and approval of acquisitions and dispositions by Dell Technologies and its subsidiaries, excluding, among other matters, dispositions of shares of VMware, Inc. common stock;

•	review and approval of the annual budget and business plan of Dell Technologies and its subsidiaries;

•	the incurrence of indebtedness by Dell Technologies and its subsidiaries, to the extent that the incurrence requires approval of the Board of Directors;

•	the entering into of material commercial agreements, joint ventures and strategic alliances by Dell Technologies and its subsidiaries, to the extent the action requires approval by the Board of Directors;

•	the redemption or repurchase by Dell Technologies of shares of its common stock;

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•	the commencement and settlement by Dell Technologies and its subsidiaries of material litigation, to the extent that the action requires approval of the Board of Directors;

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until April 2, 2019, including for Fiscal 2019, acting as the compensation committee of the Board of Directors, including (1) reviewing and approving the compensation policy for Dell Technologies’ senior executives and directors and approving (or making recommendations to the full Board of Directors to approve) cash and equity compensation for Dell Technologies’ senior executives and directors, (2) the appointment and removal of senior executives of Dell Technologies and its subsidiaries, (3) reviewing and approving recommendations regarding aggregate salary and bonus budgets and guidelines for other employees and (4) acting as administrator of Dell Technologies’ equity and cash compensation plans; and

•	any other matters that may be delegated by the Board of Directors to the Executive Committee.

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The Audit Committee is responsible for the oversight of risk policies and processes relating to Dell Technologies’ financial statements and financial reporting processes. The Audit Committee reviews and discusses with management, the independent registered public accounting firm and the Vice President of Corporate Audit significant risks and exposures to Dell Technologies and the steps management has taken or plans to take to minimize or manage these risks. The Audit Committee also is responsible for discussing policies and guidelines governing compliance risk assessment and management and for reviewing and assessing with management Dell Technologies’ major information technology risk exposures (including cybersecurity risk exposures) and risk monitoring and mitigation measures. The Audit Committee meets in executive session with each of the Chief Financial Officer, the Chief Accounting Officer, the Vice President of Corporate Audit, the Vice President for Ethics and Compliance and Dell Technologies’ independent registered public accounting firm at each regular meeting of the Audit Committee.

•	The Nominating and Governance Committee, which succeeded the Executive Committee as the Board’s compensation committee beginning in Fiscal 2020, monitors the risks associated with succession planning and development as well as compensation plans and arrangements and, in this role, evaluates the effect Dell Technologies’ compensation arrangements may have on risk decisions.

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•	an annual cash retainer with a value of $75,000, all or a portion of which the director may elect to receive in the form of deferred stock units that settle in shares of Class C common stock;

•	an annual equity retainer with a value of $225,000 payable (a) 50% in options to purchase shares of Class C common stock and (b) 50% in restricted stock units that settle in shares of Class C common stock, all or a portion of which restricted stock units the director may elect to receive in the form of deferred stock units that settle in shares of Class C common stock;

•	an additional annual cash retainer with a value of $25,000 for service as chair of the Audit Committee, or, for Fiscal 2019, chair of the Capital Stock Committee, all or a portion of which the director may elect to receive in the form of deferred stock units that settle in shares of Class C common stock; and

•	an initial equity retainer with a value of $1,000,000 upon the director’s initial election or appointment to the Board, payable in options to purchase shares of Class C common stock.

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(1)

Each of Mr. Dorman and Mrs. Kullman elected to receive 75% of the annual cash retainer and committee chair retainer to which such director was entitled in the form of deferred stock units that settle in shares of Class C common stock. During Fiscal 2019, Mrs. Kullman served as the chair of the Audit Committee and Mr. Dorman served as the chair of the Capital Stock Committee, which was dissolved as of December 28, 2018 upon the completion of the Class V transaction described under “Important Corporate Developments in Fiscal 2019.” For service in Fiscal 2019, each of Mr. Dorman and Mrs. Kullman received an aggregate of 1,224 deferred stock units that settle in shares of Class C common stock, determined by dividing the applicable portion of the aggregate retainer amounts by the closing price of a share of Class C common stock as reported on the NYSE on April 2, 2019.

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(2)

Stock awards were made in the form of restricted stock units that settle in shares of Class C common stock, subject to each director’s right to elect to receive a specified portion in deferred stock units that settle in shares of Class C common stock. For the annual equity retainer, Mrs. Kullman elected to receive 75% of the award of restricted stock units in the form of deferred stock units. For service in Fiscal 2019, each of Messrs. Dorman and Green was awarded an aggregate of 1,836 restricted stock units that settle in shares of Class C common stock and Mrs. Kullman was awarded an aggregate of 459 restricted stock units that settle in shares of Class C common stock and 1,377 deferred stock units that settle in shares of Class C common stock (together with the deferred stock units set forth in note 1, Mrs. Kullman received a total of 2,601 deferred stock units for Fiscal 2019). The aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of the (a) restricted stock units awarded to each of Messrs. Dorman and Green was $112,492 and to Mrs. Kullman was $28,123 and (b) deferred stock units awarded to Mrs. Kullman was $84,369, in each case determined by dividing the aggregate retainer amount, or applicable portion of the aggregate retainer amount, by the closing price of a share of Class C common stock as reported on the NYSE on April 2, 2019. As of February 1, 2019, excluding awards for Fiscal 2019 made in April 2019, Mr. Dorman held an aggregate of 4,787 outstanding deferred stock units and Mrs. Kullman held an aggregate of 10,172 outstanding deferred stock units.

(3)

Consists of annual awards of options to purchase shares of Class C common stock. For service in Fiscal 2019, each of Messrs. Dorman and Green and Mrs. Kullman received an aggregate of 4,982 options to purchase shares of Class C common stock. The aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of the options was $112,494 based on a grant date fair value of $22.58, expected term of 3.56 years, risk-free rate of 2.27%, expected volatility of 46.89%, and an expected dividend yield of 0%. As of February 1, 2019, excluding awards for Fiscal 2019 made in April 2019, each of Messrs. Dorman and Green and Mrs. Kullman held an aggregate of 127,760 outstanding options.

(4)	Includes cash fees in an amount equal to $220,000 in connection with services performed between February 2018 and December 2018 as a member of the Special Committee.

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(a)	This category includes fees incurred for professional services rendered in connection with the audit of the annual financial statements, for the review of the quarterly financial statements, for comfort letters and consents, for the statutory audits of international subsidiaries, and for other procedures.

(b)	This category includes fees incurred for professional services rendered in connection with assurance and other activities reasonably related to the audit or review of Dell Technologies’ financial statements, including the audits of Dell Technologies’ employee benefit plans, contract compliance reviews, phased audit procedures of pre-adoption accounting documentation and accounting research.

(c)	This category includes fees incurred for domestic and international income tax compliance and tax audit assistance, and for corporate-wide tax planning services.

(d)	This category consists of fees for all products and services other than the services reported in notes (a) through (c) above, and includes fees primarily incurred for training presentations recognized for Association of Chartered Certified Accountants and Chartered Institute of Management Accountants qualifications and benchmarking services related to research and development activities.

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•	The plan does not allow for liberal share recycling.

•	Without stockholder approval, the plan’s administrator may not “reprice” any option or stock appreciation right by reducing the exercise price of the option or stock appreciation right or exchanging the option or stock appreciation right for cash or a new award with a lower (or no) exercise price.

•	The plan does not have any reload or “evergreen” share replenishment features.

•	Awards generally are subject to a one-year minimum vesting requirement, except with respect to awards representing in the aggregate a maximum of 5% of shares issuable as new awards under the plan.

•	Options and stock appreciation rights may not be granted with exercise prices lower than the fair market value of the underlying shares of Class C common stock on the grant date (with a limited exception for substitute awards).

•	Options and stock appreciation rights are granted with a ten-year maximum term.

•	There is no vesting in dividends or dividend equivalent rights unless the underlying award vests.

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•	The plan’s administrator has the authority under the plan to cancel outstanding awards if the applicable participant is terminated for “Cause” as defined in an applicable award agreement with the participant, or, in the absence of a relevant provision in any such agreement, for “Cause” as defined in the plan.

•	Stock awards under the plan are subject to mandatory reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (1) any clawback, forfeiture or other similar policy adopted by the Board or the plan’s administrator and as in effect from time to time and (2) applicable law.

•	Stock awards under the plan generally are nontransferable, except for transfers by will or the laws of descent and distribution or, if permitted by the plan’s administrator, in the case of a participant’s death, by the beneficiary designee.

(1)

Reflects shares of Class C common stock that remain available for issuance for future stock awards under the plan as of May 13, 2019, and additional shares that will be available for future stock awards if stockholders approve this proposal. For more information about outstanding stock awards and shares of Class C common stock available for future stock awards, see “Equity Compensation Plan Information.”

(2)	As of May 13, 2019, Dell Technologies had issued and outstanding 718,563,551 shares of all outstanding series of common stock, including 173,096,985 shares of Class C common stock.

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•	options to purchase shares, which may be incentive or nonqualified options;

•	stock appreciation rights; and/or

•	other stock-based awards, which are awards that are valued in whole or in part by reference to, or are otherwise based on the fair market value of, shares of Class C common stock.

•	make awards to the Company’s directors;

•	make awards to employees who are officers of the Company or who are delegated authority to make awards under the plan; or

•	interpret the plan, any award or any award agreement.

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•	35,000,000 shares of Class C common stock;

•	the number of shares of Class C common stock remaining available for future stock awards under the plan as of the date of the annual meeting (18,712,485 shares as of May 13, 2019); and

•	the number of shares of Class C common stock subject to outstanding stock awards as of the date immediately preceding the date of the annual meeting that subsequently terminate or lapse without the payment of consideration.

•

grants of options or stock appreciation rights in respect of no more than 10,000,000 shares may be made to any individual participant during any single fiscal year of Dell Technologies (for this purpose, if a stock appreciation right is granted in tandem with an option, such that the stock appreciation right expires with respect to the number of shares for which the option is exercised, only the shares underlying the option will count against the limitation);

•

no more than 3,000,000 shares of Class C common stock may be issued in respect of other stock-based awards denominated in such shares to any individual participant for a single fiscal year of the Dell Technologies, provided that, with respect to other stock-based awards granted as performance compensation awards as to which the performance period extends beyond a single fiscal year, the limitation for the performance period is the sum of the limitations for each constituent fiscal year in the performance period, and if the award is paid in cash, other securities, other stock awards or other property, the value of such payment shall be no more than the fair market value of the shares after any reduction for the preceding limitation; and

•	the maximum amount that may be paid to any individual participant for a single fiscal year of Dell Technologies during a performance period (or with respect to each single fiscal year, in the event a

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•	if there is a public market for the Class C common stock on that date, the closing price of such share as reported on that date on the composite tape of the NYSE (or any other principal national securities exchange on which the Class C common stock is listed or admitted to trading);

•	if such share is not listed or admitted on any national securities exchange, the arithmetic mean of the per share closing bid price and per share closing asked price on such date as quoted on any established U.S. interdealer quotation system on which such prices are regularly quoted, referred to as a quotation system; or

•	if no sale of such share shall have been reported on the composite tape of any national securities exchange or quoted on a quotation system on such date, the closing price of such share or the arithmetic mean of the per share closing bid price and per share closing asked price, as applicable, on the immediately preceding date on which sales of such share have been so reported or quoted.

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•	in cash or cash equivalents; or

•	if the applicable award agreement so provides:

•	in shares having a fair market value equal to the aggregate exercise price for the shares being purchased, so long as the participant has held such shares for no less than six months (or other period of time established by the Committee);

•	partly in cash and partly in shares;

•	if the shares for which the option is exercised are registered under the Exchange Act and traded on a national securities exchange, through the delivery of irrevocable instructions to a broker to sell shares obtained by the exercise and to deliver promptly to Dell Technologies an amount of the proceeds of such sale equal to the aggregate exercise price;

•	by delivering a full-recourse promissory note; or

•	through net settlement in shares, subject to applicable limitations set forth in the award agreement.

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•	net earnings, net income (before or after taxes) or consolidated net income;

•	basic or diluted earnings per share (before or after taxes);

•	net revenue or net revenue growth;

•	gross revenue or gross revenue growth, gross profit or gross profit growth;

•	net operating profit (before or after taxes);

•	return measures (including, without limitation, return on investment, assets, capital, employed capital, invested capital, equity or sales);

•	cash flow measures (including, without limitation, operating cash flow, free cash flow or cash flow return on capital), which may but are not required to be measured on a per share basis;

•	actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA);

•	gross or net operating margins;

•	productivity ratios;

•	share price (including, without limitation, growth measures and total stockholder return);

•	expense targets or cost reduction goals, general and administrative expense savings;

•	operating efficiency;

•	objective measures of customer/client satisfaction;

•	working capital targets;

•	measures of economic value added or other “value creation” metrics;

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•	enterprise value;

•	sales;

•	stockholder return;

•	customer/client retention;

•	competitive market metrics;

•	employee retention;

•	objective measures of personal targets, goals or completion of projects (including, without limitation, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets);

•	comparisons of continuing operations to other operations;

•	market share;

•	cost of capital, debt leverage year-end cash position or book value;

•	strategic objectives; or

•	any combination of the foregoing.

•	asset write-downs;

•	litigation or claims, judgments or settlements;

•	the effect of changes in tax laws, accounting principles or other laws or rules affecting reported results;

•	any reorganization or restructuring programs;

•	acquisitions or divestitures;

•	any other specific, unusual or nonrecurring events or objectively determinable category thereof;

•	foreign exchange gains and losses;

•	discontinued operations and nonrecurring charges; or

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•	a change in our fiscal year.

•	the number or kind of shares or other securities issued or reserved for issuance pursuant to such stock awards;

•	the exercise price of options; and/or

•	any other affected term of such stock awards.

•	accelerate, vest or cause the restrictions to lapse with respect to all or any portion of a stock award;

•

subject to any limitations or reductions as may be necessary to comply with applicable law, cancel such stock award for fair value (as determined by the Committee in its sole discretion in good faith) which, in the case of options, may, if so determined by the Committee, equal the excess of value, if any, of the consideration to be paid in the change in control transaction to holders of the same number and class of shares subject to such options (or, if no consideration is paid in any such transaction, the fair market value of the shares subject to such options) over the aggregate exercise price of such options (with any option having a per share exercise price equal to, or in excess of, such fair market value subject to cancellation or termination without any payment or consideration therefor);

•	subject to any limitations or reductions as may be necessary to comply with applicable law, provide for the issuance of substitute stock awards that will preserve the rights under, and the otherwise applicable terms of, any affected stock awards previously granted as determined by the Committee in its sole discretion in good faith; and/or

•	provide that for a period of at least 15 days prior to the change in control, options will be exercisable as to all shares subject thereto (whether or not vested) and that upon the occurrence of the change in control, such options shall terminate.

•	the sale or disposition, in one or a series of related transactions, to any person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than to the Sponsor Stockholders or any of their respective affiliates or to any person or group in which any of the foregoing is a member, of all or substantially all of the consolidated assets of Dell Technologies;

•	any person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders or any of their respective affiliates or any person or group in which any of the

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•

any merger or consolidation of Dell Technologies with or into any other person, unless the holders of the Dell Technologies common stock immediately prior to such merger or consolidation beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) a majority of the outstanding shares of the common stock (or equivalent voting securities) of the surviving or successor entity (or the parent entity thereof); or

•

prior to an initial public offering of the Class C common stock that is registered under the Securities Act, the Sponsor Stockholders and their respective affiliates cease to have the ability to cause the election of that number of members of the Board who would collectively have the right to vote a majority of the aggregate number of votes represented by all of the members of the Board, and any person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders and their respective affiliates or any person or group in which any of the foregoing is a member, beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) outstanding voting stock representing a greater percentage of voting power with respect to the general election of members of the Board than the shares of outstanding voting stock which the Sponsor Stockholders and their respective affiliates collectively beneficially own (within the meaning of Rule 13d-3 under the Exchange Act).

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(1)

The number of securities to be issued upon exercise of outstanding options, warrants and rights set forth in this column represents, as of the end of Fiscal 2019, (a) with respect to equity compensation plans approved by security holders, the aggregate number of shares of Class C common stock that were issuable upon the exercise or settlement of outstanding time-based and performance-based options and time-based and performance-based restricted stock units, or RSUs, granted under the Dell Technologies Inc. 2013 Stock Incentive Plan, referred to as the 2013 Plan, and (b) with respect to equity compensation plans not approved by security holders, the number of shares of Class A common stock and Class C common stock that were issuable upon the exercise of outstanding time-based options granted under the Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company, and the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan, respectively. The number of securities to be issued under equity compensation plans approved by security holders reported in this column consists of the aggregate number of securities that may be issued in connection with 12,084,852 time-based options to purchase Class C common stock, 18,572,575 performance-based options to purchase Class C common stock, 813,683 time-based RSUs that may be settled in Class C common stock, 2,621,034 performance-based RSUs that may be settled in Class C common stock and 14,959 time-based deferred stock units that may be settled in Class C common stock. The number of securities to be issued under equity compensation plans not approved by security holders reported in this column consists of the aggregate number of securities that may be issued in connection with 10,909,091 time-based options to purchase Class A common stock and 80,964 time-based options to purchase Class C common stock.

(2)

The number of shares of Class C common stock to be issued upon exercise of outstanding options, warrants and rights set forth in this column includes options to purchase shares of Class C common stock and deferred stock units that may be settled in Class C common stock granted under the 2013 Plan in replacement for previously outstanding options to purchase shares of Class V common stock and deferred stock units that were eligible to be settled in Class V common stock in connection with the completion of the Class V transaction described under “Important Corporate Developments in Fiscal 2019.” As a result of the Class V transaction, which was completed on December 28, 2018, no options, warrants or rights with respect to Class V common stock or under which shares of Class V common stock may be issued remain outstanding.

(3)	Weighted-average exercise prices do not reflect shares issuable in connection with the settlement of RSUs or deferred stock units, as RSUs and deferred stock units have no exercise price.

(4)

The number of securities remaining available for future issuance reported in this column with respect to equity compensation plans approved by security holders represents the aggregate number of shares of Class C common stock that were available for issuance in connection with grants of options, time-based and performance-based restricted stock, service-based and performance-based RSUs and deferred stock units under the 2013 Plan. The

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(5)	As of the end of Fiscal 2019, no shares remained available for future awards under the Stock Option Agreement, dated as of November 25, 2013, between Michael S. Dell and the Company.

(6)	As of the end of Fiscal 2019, no shares remained available for future awards under the Dell Inc. Amended and Restated 2002 Long-Term Incentive Plan.

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•	a year-over-year increase in revenue to $90.6 billion, or 15%, and in non-GAAP revenue to $91.3 billion, or 14%;

•	a year-over-year reduction in operating loss to $191 million, or 92%, and an increase in non-GAAP operating income to $8.9 billion, or 14%;

•	year-over-year double-digit revenue growth across all three business units (Information Solutions Group, Client Solutions Group and VMware);

•	storage revenue growth in all four quarters;

•	year-over-year servers and networking growth of 28%; and

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•	cash flow from operations of $7.0 billion.

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

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

•	creating a culture of meritocracy by linking pay to individual and Company performance; and

•	providing compensation opportunities that are competitive with companies with which Dell Technologies competes for executive talent.

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

•	the executive officer’s performance, experience and ability to contribute to Dell Technologies’ long-term strategic goals;

•	the executive officer’s historical compensation;

•	internal pay equity; and

•	retention considerations.

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(1)	For Fiscal 2019, there was no cap on the IBP modifier. The modifier would increase on a linear basis for performance above target.

(2)

For purposes of the IBP, non-GAAP revenue generally is calculated by adjusting Dell Technologies’ net revenue as computed in accordance with accounting principles generally accepted in the United States, or GAAP, to exclude the impact of purchase accounting. Non-GAAP revenue for this purpose is not calculated in the same manner in which non-GAAP revenue is calculated for external financial reporting purposes. Non-GAAP revenue used for Fiscal 2019 IBP measures excludes the results of certain subsidiaries.

(3)

For purposes of the IBP, non-GAAP operating income generally is calculated by adjusting Dell Technologies’ operating income as computed on a GAAP basis to exclude the impact of purchase accounting, amortization of intangibles, transaction-related expenses and other corporate expenses. Non-GAAP operating income for this purpose is not calculated in the same manner in which non-GAAP operating income is calculated for external

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(1)	Return on equity for full-value awards granted in connection with the EMC merger is determined based on an initial value of $27.50 per share of Class C common stock.

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•	Beginning with Fiscal 2020, we expect to make equity awards annually, with these annual awards having a three-year vesting period that includes annual vesting for time-based RSUs and cliff vesting three years after the grant date for performance-based RSUs. The grant of such awards will replace our previous practice of larger, more infrequent grants.

•

Performance-based RSUs will vest based on achievement against a combination of annual financial performance metrics and relative total shareholder return (rTSR) over a three-year performance period. For Fiscal 2020, the financial performance metrics will consist of achievement against non-GAAP revenue and non-GAAP operating income targets. The rTSR measure will be calculated by comparing the percentage appreciation in the fair market value of a share of Class C common stock (calculated in a manner set forth in the award agreement) to the stock appreciation of a peer group of companies specified in the award agreement.

•

Performance-based RSUs will have a maximum vesting opportunity of up to 200% of the target number of shares, which, when coupled with the potential stock price appreciation, affords executive officers the opportunity to earn more than the target value of these awards if performance exceeds expectations. There is no guaranteed level of performance, however, so if performance is below minimum expectations across each of the performance measures, the entire amount of performance-based RSUs could be forfeited.

•

In light of the broad-based nature of the Fiscal 2020 equity compensation program, RSU awards granted under the program do not provide for acceleration of vesting upon a termination of employment following a change in control of Dell Technologies. Outstanding RSU awards granted under the program will terminate in connection with a termination of employment for any reason other than death or disability, including in connection with a change in control.

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•	Annual Physical - Dell Technologies pays for a comprehensive annual physical for each executive officer and the executive officer’s spouse or domestic partner and reimburses the executive officer’s related travel and lodging costs, each subject to an annual maximum payment of $5,000 per person.

•	Technical Support - Dell Technologies provides executive officers with computer technical support and, in some cases, certain home network equipment. The incremental cost to Dell Technologies of providing these services is limited to the cost of hardware provided and is not material.

•	Security - Dell Technologies provides executive officers with security services, including alarm installation and monitoring and, in some cases, certain home security upgrades in accordance with the recommendations of an independent security study. Mr. Dell reimburses the Company for costs related to his family’s personal security protection.

•	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) up to $12,500 annually. Other executive officers are eligible for reimbursement of up to $15,000 annually for financial counseling services (including tax preparation).

•	Travel Expenses - Dell Technologies pays for reasonable travel expenses for the executive officer’s spouse or domestic partner to attend Dell Technologies-sponsored events, if the travel is at the request of Dell Technologies.

•	Other - The executive officers participate in Dell Technologies’ other benefit plans on the same terms as other employees. These plans include medical, dental and life insurance benefits, and the Dell Inc. 401(k) retirement savings plan. For additional information, see “Compensation of Executive Officers - Other Benefit Plans.”

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•	the conviction of Mr. Dell for a felony resulting in his incarceration; or

•	the legal incapacity of Mr. Dell to serve as (1) a director of Dell Technologies or certain subsidiaries of Dell Technologies or (2) the chief executive officer of Dell Technologies or certain subsidiaries of Dell Technologies.

•	a sale or disposition of all or substantially all of the assets of Dell Technologies and its subsidiaries, taken as a whole, to any person, entity or group;

•

any person, entity or group (other than Mr. Dell, the SLP stockholders or certain related parties) becomes 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

•

any merger or consolidation of Dell Technologies with or into any other entity unless the holders of Dell Technologies’ outstanding voting securities immediately before the closing directly or indirectly beneficially own capital stock representing a majority of the total voting power of the resulting entity in substantially the same proportions as their ownership in Dell Technologies immediately before such a transaction.

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•	a violation of confidentiality obligations;

•	acts resulting in being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty;

•	conduct that constitutes gross neglect, insubordination, willful misconduct or breach of Dell Technologies’ code of conduct or the executive’s fiduciary duty; or

•	a determination that the executive violated laws relating to the workplace environment.

•	a material reduction in base salary;

•	a material adverse change in title or reduction in authority, duties or responsibilities; or

•	a change in the executive’s principal place of work of more than 25 miles.

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•	Michael S. Dell, who served as our principal executive officer

•	Thomas W. Sweet, who served as our principal financial officer

•	Jeffrey W. Clarke, Allison Dew and William F. Scannell, our three other most highly compensated employees

(1)	The assumptions used by us to calculate this amount is incorporated herein by reference to Note 16 to our consolidated financial statements in our annual report on Form 10-K for the fiscal year ended February 1, 2019, filed with the SEC on March 29, 2019, which we refer to as our 2019 Form 10-K. Stock awards shown include a time-based award of shares under the MEP.

(2)	Amounts represent payments under the IBP.

(3)	Amount represents award under the SIB for Fiscal 2019.

(4)	Amount represents award of $3,000,000 under the SIB for Fiscal 2019 and vesting of award of $1,666,667 under the long-term cash incentive award granted to Mr. Scannell on September 14, 2016.

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(1)	Includes any prior EMC supplemental matching contributions and subsequent Dell Inc. matching contributions.

(2)	Represents the incremental cost of spousal travel and executive and spousal attendance at various Dell Technologies-sponsored events. For additional information, see “Compensation Discussion and Analysis - Individual Compensation Components - Other Compensation Components - Benefits and Perquisites.”

(3)	Represents tax and financial planning expenses of $7,652, contribution by Dell Technologies to match the executive officer’s charitable contribution of $3,900, fitness reimbursements of $160 and earnings under the activity perquisites program of $100.

(4)	Represents tax and financial planning expenses of $15,000 and contribution by Dell Technologies to match the executive officer’s charitable contribution of $10,480.

(5)	Represents tax and financial planning expenses.

(1)	Each named executive officer participated in the IBP. Awards under this plan were funded at 140% based on the corporate modifier. An individual modifier was applied for Messrs. Sweet, Clarke and Scannell and Ms. Dew.

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(1)	In approving this option award, the Board of Directors determined that the fair market value as of the grant date of each share of Class C common stock or (for Mr. Dell) Class A common stock underlying the option award was equal to the merger consideration of $13.75 per share of Dell Inc. common stock paid to Dell Inc. public stockholders in the going-private transaction.

(2)	Represents option award for Class C common stock that vested and became exercisable on October 29, 2018 based on the level of return achieved on the initial equity investment in Dell Technologies.

(3)	Represents option award exercisable for Class C common stock that vests and becomes exercisable with respect to 20% of the shares subject to the option on each of the first, second, third, fourth and fifth anniversaries of the grant date of February 6, 2014.

(4)	This option award was a voluntary rollover option award in which Mr. Scannell elected to receive for a specified portion of his EMC restricted stock units, which would have been accelerated in the EMC merger, (a) a fixed cash award and (b) a new grant of unvested options to purchase our Class C common stock.

(5)	In approving this option award, the Board of Directors determined that the fair market value as of the grant date of each share of Class C common stock underlying the option award was equal to $27.50 per share following the EMC merger.

(6)	Represents restricted stock award for Class C common stock that vests in three equal annual installments on the first, second and third anniversaries of the grant date of June 1, 2018.

(7)	Represents restricted stock award for Class C common stock that vests in three equal annual installments on the first, second and third anniversaries of the grant date of September 14, 2016.

(8)	Represents restricted stock award for Class C common stock that vests based on the level of return achieved on the initial equity investment in Dell Technologies calculated on specified measurement dates or upon the occurrence of specified events related to Dell Technologies.

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(1)	Calculated based upon the good faith determination by the Board of Directors of the fair market value of a share of Class C common stock most immediately preceding such vesting date.

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(1)	Represents estimated lump sum severance payments payable by Dell Technologies.

(2)

Represents the in-the-money value of unvested stock options to purchase Class C common stock or the value of unvested restricted shares that are subject to vesting acceleration in the event of death or permanent disability, based on the closing price of $49.65 per share of Class C common stock as of February 1, 2019 as reported on the NYSE. For Mr. Scannell, the amount also includes acceleration of the long-term cash incentive award granted to Mr. Scannell on September 14, 2016.

(3)

Represents the in-the-money value of unvested stock options or the value of unvested restricted shares that are subject to vesting acceleration in the event of a qualifying termination during a change-in-control period, based on the closing price of $49.65 per share of Class C common stock as of February 1, 2019 as reported on the NYSE. For Mr. Scannell, the amount also includes acceleration of the long-term cash incentive award granted to Mr. Scannell on September 14, 2016. For more information, see “Compensation Discussion and Analysis - Other Compensation Matters - Employment Agreements; Severance and Change-in-Control Arrangements - Severance and Change-in-Control Arrangements with Other Named Executive Officers.”

(4)

Represents the in-the-money value of unvested stock options or the value of unvested restricted shares that are subject to vesting acceleration in the event of a qualifying termination outside of a change-in-control period, based on the closing price of $49.65 per share of Class C common stock as of February 1, 2019 as reported on the NYSE. For Mr. Scannell, the amount also includes acceleration of the long-term cash incentive award granted to Mr. Scannell on September 14, 2016. In the event of a qualifying termination outside of a change-in-control period, a portion of the named executive officer’s unvested MEP performance-based awards would remain outstanding and eligible to vest in accordance with their terms.

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•	each director and director nominee;

•	each executive officer named in the Fiscal 2019 Summary Compensation Table under “Compensation of Executive Officers”;

•	all of our directors and executive officers as a group; and

•	each person known by us to own beneficially more than 5% of the outstanding shares of any class of our common stock.

•	600,000,000 shares of Class A common stock, of which 408,479,708 shares were issued and outstanding as of May 13, 2019;

•	200,000,000 shares of Class B common stock, of which 136,986,858 shares were issued and outstanding as of May 13, 2019; and

•	7,900,000,000 shares of Class C common stock, of which 173,096,985 shares were issued and outstanding as of May 13, 2019.

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*	Less than 1%.

(1)

Represents the percentage of Class A common stock, Class B common stock or Class C common stock beneficially owned by each stockholder included in the table based on the number of shares of each such class outstanding as of May 13, 2019 and without giving effect to the conversion of any shares of Class A common stock or Class B common stock into shares of Class C common stock, as described in the introduction to this table.

(2)

The shares of Class A common stock shown as beneficially owned by Mr. Dell include 10,909,091 shares of Class A common stock that Mr. Dell may acquire upon the exercise of vested stock options. The shares of Class A common stock shown as beneficially owned by Mr. Dell do not include 32,890,896 shares of Class A common stock beneficially owned by Susan Lieberman Dell Separate Property Trust (the “SLD Trust”) and Susan L. Dell, of which Mr. Dell may be deemed the beneficial owner.

(3)	The shares of Class C common stock shown as beneficially owned by Mr. Sweet include 2,081,818 shares of Class C common stock that Mr. Sweet either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019.

(4)	The shares of Class C common stock shown as beneficially owned by Mr. Clarke include 4,181,882 shares of Class C common stock that Mr. Clarke either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019.

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(5)	The shares of Class C common stock shown as beneficially owned by Ms. Dew include 220,411 shares of Class C common stock that Ms. Dew either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019.

(6)

The shares of Class C common stock shown as beneficially owned by Mr. Dorman include 80,391 shares of Class C common stock that Mr. Dorman either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019, 1,836 shares of Class C common stock issuable pursuant to restricted stock units vesting as of or within 60 days after May 13, 2019 and 6,011 shares of Class C common stock issuable pursuant to deferred stock units.

(7)

The shares of Class C common stock shown as beneficially owned by Mr. Green include 80,391 shares of Class C common stock that Mr. Green either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019 and 1,836 shares of Class C common stock issuable pursuant to restricted stock units vesting as of or within 60 days after May 13, 2019.

(8)

The shares of Class C common stock shown as beneficially owned by Mrs. Kullman include 80,391 shares of Class C common stock that Mrs. Kullman either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019, 459 shares of Class C common stock issuable pursuant to restricted stock units vesting as of or within 60 days after May 13, 2019 and 12,773 shares of Class C common stock issuable pursuant to deferred stock units.

(9)	The shares of Class C common stock shown as beneficially owned by Mr. Scannell include 193,659 shares of Class C common stock that Mr. Scannell either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days after May 13, 2019.

(10)

The shares shown as beneficially owned by all directors and executive officers as a group include 10,909,091 shares of Class A common stock and 16,019,792 shares of Class C common stock that members of the group either may acquire upon the exercise of vested stock options or will be able to acquire upon the exercise of stock options vesting as of or within 60 days of May 13, 2019, 4,131 shares of Class C common stock issuable pursuant to restricted stock units vesting as of or within 60 days after May 13, 2019 and 18,784 shares of Class C common stock issuable to members of the group pursuant to deferred stock units.

(11)

The information concerning the SLD Trust is based on a Schedule 13G filed with the SEC on February 14, 2019 by the SLD Trust, Susan L. Dell, Hexagon Trust Company (the “Trustee”) and Marc R. Lisker (collectively, the “SLD Filing Persons”). The SLD Filing Persons report that, as of December 31, 2018, the SLD Trust is the record holder of the 32,890,896 shares of Class A common stock shown as beneficially owned, that each of the SLD Trust, Ms. Dell and the Trustee had shared voting power and shared dispositive power over 32,890,896 shares of Class A common stock and that Mr. Lisker had shared voting power and shared dispositive power over 66,340,400 shares of Class A common stock, consisting of (a) 32,890,896 shares of Class A common stock owned of record by the SLD Trust and (b) 31,856,436 shares of Class A common stock owned of record by MSDC Denali Investors, L.P. and 1,593,068 shares of Class A common stock owned of record by MSDC Denali EIV, LLC, as further described in note 12. The SLD Filing Persons further report that Ms. Dell is the beneficiary of the Trust, the Trustee is the trustee of the Trust and each of Ms. Dell and the Trustee may be deemed to beneficially own the securities beneficially owned by the SLD Trust. The SLD Filing Persons also report that Mr. Lisker is the President of, and may be deemed to beneficially own the securities beneficially owned by, the Trustee. The address of each of the SLD Filing Persons is 645 Fifth Avenue, 21st Floor, New York, New York 10022.

(12)

The information concerning the MSD Partners Stockholders is based on a Schedule 13G filed with the SEC on February 14, 2019. The Schedule 13G was filed by MSD Partners, L.P. (“MSD Partners”), MSDC Denali Investors, L.P. (“MSDC Denali Investors”) and MSDC Denali EIV, LLC (“MSDC Denali EIV”) (collectively, the “MSD Partners Entities”). MSD Partners is an investment firm formed by principals of MSD Capital, L.P., the investment firm that manages the capital of Mr. Dell and his family. The MSD Partners Entities report that, as of December 31, 2018, the 33,449,504 shares of Class A common stock shown as beneficially owned consist of 31,856,436 shares of Class A common stock held of record by MSDC Denali Investors and 1,593,068 shares of Class A common stock held of record by MSDC Denali EIV, MSD Partners had shared voting power and shared dispositive power over 33,449,504 shares of Class A common stock, MSDC Denali Investors had shared voting power and shared dispositive power over 31,856,436 shares of Class A common stock and MSDC Denali EIV had shared voting power and shared dispositive power over 1,593,068 shares of Class A common stock. The MSD Partners Entities also report that MSD Partners is the investment manager of, and

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(13)

The information concerning the SLP stockholders is based on a Schedule 13D filed with the SEC on February 19, 2019, reporting that the SLP stockholders may be deemed to be the beneficial owners, in the aggregate, of 136,986,858 shares of Class B common stock. The shares of Class B common stock shown as beneficially owned by the SLP stockholders consist of 39,047,589 shares of Class B common stock owned of record by SL SPV-2, L.P., 40,084,313 shares of Class B common stock owned of record by Silver Lake Partners IV, L.P., 589,774 shares of Class B common stock owned of record by Silver Lake Technology Investors IV, L.P., 21,697,586 shares of Class B common stock owned of record by Silver Lake Partners V DE (AIV), L.P., 265,955 shares of Class B common stock owned of record by Silver Lake Technology Investors V, L.P. and 35,301,641 shares of Class B common stock owned of record by SLP Denali Co-Invest, L.P. The general partner of SL SPV-2, L.P. is SLTA SPV-2, L.P. and the general partner of SLTA SPV-2, L.P. is SLTA SPV-2 (GP), L.L.C. (“SLTA SPV GP”). The general partner of each of Silver Lake Partners IV, L.P. and Silver Lake Technology Investors IV, L.P. is Silver Lake Technology Associates IV, L.P., and the general partner of Silver Lake Technology Associates IV, L.P. is SLTA IV (GP), L.L.C. (“SLTA IV”). The general partner of each of Silver Lake Partners V DE (AIV), L.P. and Silver Lake Technology Investors V, L.P. is Silver Lake Technology Associates V, L.P., and the general partner of Silver Lake Technology Associates V, L.P. is SLTA V (GP), L.L.C. (“SLTA V”). The general partner of SLP Denali Co-Invest, L.P. is SLP Denali Co-Invest GP, L.L.C., and the managing member of SLP Denali Co-Invest GP, L.L.C. is Silver Lake Technology Associates III, L.P. and the general partner of Silver Lake Technology Associates III, L.P. is SLTA III (GP), L.L.C. (“SLTA III”). The managing member of each of SLTA SPV GP, SLTA III, SLTA IV and SLTA V is Silver Lake Group, L.L.C. As such, Silver Lake Group, L.L.C. may be deemed to have beneficial ownership of the securities held by the SLP stockholders. The managing members of Silver Lake Group, L.L.C. are Michael Bingle, Egon Durban, Kenneth Hao and Gregory Mondre. The address for each of the SLP stockholders and entities named above is 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.

(14)

The information concerning Temasek Holdings (Private) Limited (“Temasek”) and certain affiliates is based on a Schedule 13G filed with the SEC on February 14, 2019. The Schedule 13G was filed by Temasek, Tembusu Capital Pte. Ltd. (“Tembusu”), Napier Investments Pte. Ltd. (“Napier”) and Venezio Investments Pte. Ltd. (“Venezio” and collectively with Temasek, Tembusu and Napier, the “Temasek Entities”). The Temasek Entities report that, as of December 31, 2018, the 18,181,818 shares of Class C common stock shown as beneficially owned are owned directly by Venezio and each of the Temasek Entities had shared voting power and shared dispositive power over the 18,181,818 shares of Class C common stock shown as beneficially owned by the Temasek Entities. The Temasek Entities further report that Venezio is a wholly-owned subsidiary of Napier, Napier is a wholly-owned subsidiary of Tembusu and Tembusu is a wholly-owned subsidiary of Temasek, and that each of Temasek, Tembusu and Napier, through the ownership described in the Schedule 13G, may be deemed to beneficially own the 18,181,818 shares of Class C common stock held by Venezio. The address of each of the Temasek Entities is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.

(15)

The information concerning The Vanguard Group is based on a Schedule 13G/A filed with the SEC on February 11, 2019. The Vanguard Group reports that, as of December 31, 2018, it had sole voting power over 89,923 shares of Class C common stock, shared voting power over 29,712 shares of Class C common stock, sole dispositive power over 12,007,068 shares of Class C common stock and shared dispositive power over 118,653 shares of Class C common stock and beneficially owned, in the aggregate, 12,125,721 shares of Class C common stock. The Vanguard Group further reports that Vanguard Fiduciary Trust Company, a wholly-

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(16)

The information concerning the Icahn Stockholders (as defined below) is based on a Schedule 13G filed with the SEC on January 7, 2019. The Schedule 13G was filed by High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”), Beckton Corp. (“Beckton”) and Carl C. Icahn (collectively, the “Icahn Stockholders”). The Icahn Stockholders report that, as of January 7, 2019, they may be deemed to be the beneficial owners of, in the aggregate, 10,900,017 shares of Class C common stock. The Icahn Stockholders further report that each of High River, Hopper and Barberry had shared voting power and shared dispositive power over 2,180,005 shares of Class C common stock, each of Icahn Master and Icahn Offshore had shared voting power and shared dispositive power over 3,616,393 shares of Class C common stock, each of Icahn Partners and Icahn Onshore had shared voting power and shared dispositive power over 5,103,619 shares of Class C common stock, each of Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton had shared voting power and shared dispositive power over 8,720,012 shares of Class C common stock and Mr. Icahn had shared voting power and shared dispositive power over 10,900,017 shares of Class C common stock. The Icahn Stockholders further report that each of High River, Icahn Master and Icahn Partners directly owns the shares of Class C common stock indicated as beneficially owned by such entity. The Icahn Stockholders also report that each of Hopper and Barberry may be deemed to beneficially own indirectly the shares of Class C common stock owned by High River; each of Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton may be deemed to beneficially own indirectly the shares of Class C common stock directly beneficially owned by Icahn Master and Icahn Partners; Icahn Offshore may be deemed to beneficially own indirectly the shares of Class C common stock directly beneficially owned by Icahn Master; Icahn Onshore may be deemed to beneficially own indirectly the shares of Class C common stock directly beneficially owned by Icahn Partners; and Mr. Icahn may be deemed to beneficially own indirectly the shares of Class C common stock directly beneficially owned by each of High River, Icahn Master and Icahn Partners. The Icahn Stockholders report that Barberry is the sole member of Hopper, which is the general partner of High River; Icahn Offshore is the general partner of Icahn Master; Icahn Onshore is the general partner of Icahn Partners; Icahn Capital is the general partner of each of Icahn Offshore and Icahn Onshore; Icahn Enterprises Holdings is the sole member of IPH, which is the general partner of Icahn Capital; Beckton is the sole stockholder of Icahn Enterprises GP, which is the general partner of Icahn Enterprises Holdings; and Mr. Icahn is the sole stockholder of each of Barberry and Beckton. The address for each of the Icahn Stockholders, other than Mr. Icahn, is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, New York 10601. The address for Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.

(17)

The information concerning the Elliott Associates Entities (as defined below) is based on a Schedule 13G filed with the SEC on February 4, 2019. The Schedule 13G was filed by Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, “Elliott Associates”), Elliott International, L.P. (“Elliott International”) and its wholly-owned subsidiaries and Elliott International Capital Advisors Inc. (“International Advisors” and collectively with Elliott Associates and Elliott International, the “Elliott Associates Entities”). The Elliott Associates Entities report that, as of January 24, 2019, Elliott Associates had sole voting power and sole dispositive power over 3,059,493 shares of Class C common stock and that each of Elliott International and International Advisors had shared voting power and shared dispositive power over 6,501,426 shares of Class C common stock. The Elliott Associates Entities further report that Elliott Associates individually beneficially owned 3,059,493 shares of Class C common stock, Elliott International and International Advisors together beneficially owned the 6,501,426 shares of Class C common stock held by Elliott International and that Elliott Associates, Elliott International and International Advisors together beneficially owned an aggregate of 9,560,919 shares of Class C common stock. The Elliott Associates Entities also report that each of Elliott Capital Advisors, L.P. (“Capital Advisors”) and Elliott Special GP, LLC (“Special GP”) is controlled by Paul

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•	reviewed and discussed with the Company’s management the audited consolidated financial statements for the fiscal year ended February 1, 2019;

•	discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•	received the written disclosures and the letter from PwC required by applicable requirements of the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence from the Company; and

•	based on the review and discussions referred to herein, recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in the Company’s annual report on Form 10-K for the fiscal year ended February 1, 2019, for filing with the Securities and Exchange Commission.

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•

Bylaw Provisions - In accordance with the Dell Technologies bylaws, a stockholder who desires to present a nomination of persons for election to the Board or other proposal for consideration at next year’s annual meeting, but not for inclusion in next year’s proxy statement, must deliver the proposal no earlier than March 11, 2020 and no later than the close of business on April 10, 2020 unless we publicly announce a different submission deadline in accordance with our bylaws.

•

Voting by Company’s Proxy Holders on Proposals Presented at Meeting - For any proposal a stockholder does not submit for inclusion in next year’s proxy statement, but instead seeks to present directly at next year’s annual meeting in accordance with the advance notice provisions of our bylaws described above, the Company’s proxy holders may vote their proxies in their discretion, notwithstanding the stockholder’s compliance with such advance notice provisions, if the Company advises the stockholders in next year’s proxy statement about the nature of the matter and how the Company’s proxy holders intend to vote on such matter, except where the stockholder solicits proxies in the manner contemplated by, and complies with, specified provisions of the SEC’s proxy rules.

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•	whether the terms are fair to Dell Technologies or its subsidiary and on the same basis that would apply if the transaction did not involve a related person;

•	whether there are business reasons for Dell Technologies or its subsidiary to enter into the transaction;

•	whether a transaction in which a director has a direct or indirect material interest would impair the independence of a non-employee director under NYSE and SEC standards or, to the extent applicable, the director’s status as an “outside director” under Section 162(m) of the Internal Revenue Code or a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act; and

•	whether the transaction would present an improper conflict of interest for any director or executive officer.

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•	required Dell Technologies to obtain the approval of the MD stockholders and the SLP stockholders before Dell Technologies or certain of Dell Technologies’ subsidiaries could take specified actions;

•	obligated Dell Technologies to purchase or offer to purchase shares of the Class C common stock owned by its employees, including its executive officers, in specified circumstances;

•

obligated Dell Inc. to pay directly or reimburse the ongoing reasonable out‑of‑pocket costs and expenses incurred by the MD stockholders in connection with their investment in the Company, including fees, expenses and reasonable out‑of‑pocket disbursements of independent accountants, outside legal counsel, consultants and other independent professionals and organizations and other services retained by the MD stockholders or any of their affiliates; and

•

obligated Dell Inc. to pay directly or reimburse (1) the ongoing reasonable out‑of‑pocket costs and expenses incurred by the SLP stockholders in connection with their investment in the Company, including fees, expenses and reasonable out‑of‑pocket disbursements of independent accountants, outside legal counsel, consultants and other independent professionals and organizations and other services retained by the SLP stockholders or any of their affiliates, (2) the reasonable out‑of‑pocket costs and expenses of the SLP stockholders or their affiliates for their “value creation” personnel and/or employees, to the extent that the Company has requested such personnel and/or employees to provide such services to the Company, and (3) the costs and expenses for such “value creation” personnel and/or employees.

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•	E-mail Dell Technologies’ Investor Relations department at investor_relations@dell.com

•	Send your request by mail to Dell Technologies Inc., Investor Relations, One Dell Way, Round Rock, Texas 78682

•	Call Dell Technologies’ Investor Relations department at (512) 728-7800

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•	E-mail Dell Technologies’ Investor Relations department at investor_relations@dell.com

•	Send your request by mail to Dell Technologies Inc., Investor Relations, One Dell Way, Round Rock, Texas 78682

•	Call Dell Technologies’ Investor Relations department at (512) 728-7800

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•

“Class V Group” or “DHI Group” means (1) the assets and liabilities of Dell Technologies that were intended to be tracked by the authorized Class V common stock, which initially consisted solely of Dell Technologies’ economic interest in the VMware business as of the completion of the acquisition by merger of EMC Corporation by Dell Technologies, which are referred to as the “Class V Group,” and (2) the remaining assets and liabilities of Dell Technologies that were intended to be tracked by the DHI Group common stock (including a retained interest in the Class V Group), which are referred to as the “DHI Group.”

•	“Dell Technologies Certificate” means the Fifth Amended and Restated Certificate of Incorporation of Dell Technologies.

•	“DHI Group common stock” means collectively the series of Dell Technologies common stock, each with a par value $0.01 per share, designated as Class A common stock, Class B common stock, Class C common stock and Class D common stock.

•	“MD stockholders” means Michael S. Dell and Susan Lieberman Dell Separate Property Trust and any person to whom either of them would be permitted to transfer any equity securities of Dell Technologies under the Dell Technologies Certificate.

•	“MSD Partners stockholders” means MSDC Denali Investors, L.P., a Delaware limited partnership, and MSDC Denali EIV, LLC, a Delaware limited liability company, and any person to whom either of them would be permitted to transfer any equity securities of Dell Technologies under the Dell Technologies Certificate.

•

“SLP stockholders” means Silver Lake Partners III, L.P., a Delaware limited partnership, Silver Lake Technology Investors III, L.P., a Delaware limited partnership, Silver Lake Partners IV, L.P., a Delaware limited partnership, Silver Lake Technology Investors IV, L.P., a Delaware limited partnership, and SLP Denali Co-Invest, L.P., a Delaware limited partnership, and any person to whom any of them would be permitted to transfer any equity securities of Dell Technologies under the Dell Technologies Certificate.

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(i)	the sale or disposition, in one or a series of related transactions, to any Person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than to the Sponsor Stockholders or any of their respective Affiliates or to any Person or group in

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(ii)

any Person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders or any of their respective Affiliates or any Person or group in which any of the foregoing is a member, is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the outstanding shares of Common Stock, excluding as a result of any merger or consolidation that does not constitute a Change in Control pursuant to clause (iii);

(iii)

any merger or consolidation of the Company with or into any other Person, unless the holders of the Common Stock immediately prior to such merger or consolidation beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) a majority of the outstanding shares of the common stock (or equivalent voting securities) of the surviving or successor entity (or the parent entity thereof); or

(iv)

prior to an IPO, the Sponsor Stockholders and their respective Affiliates cease to have the ability to cause the election of that number of members of the Board who would collectively have the right to vote a majority of the aggregate number of votes represented by all of the members of the Board, and any Person or group (as such term is used for purposes of Section 14(d)(2) of the Exchange Act), other than the Sponsor Stockholders and their respective Affiliates or any Person or group in which any of the foregoing is a member, beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) outstanding voting stock representing a greater percentage of voting power with respect to the general election of members of the Board than the shares of outstanding voting stock which the Sponsor Stockholders and their respective Affiliates collectively beneficially own (within the meaning of Rule 13d-3 under the Exchange Act).

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(i)

Subject to Section 10 of the Plan, grants of Options or Stock Appreciation Rights under the Plan in respect of no more than 10,000,000 shares of Class C Common Stock may be made to any individual Participant who is not a non-employee member of the Board during any single fiscal year of the Company (for this purpose, if a Stock Appreciation Right is granted in tandem with an Option (such that the Stock Appreciation Right expires with respect to the number of shares for which the Option is exercised), only the shares underlying the Option shall count against each limitation);

(ii)

Subject to Section 10 of the Plan, no more than 3,000,000 shares of Class C Common Stock may be issued in respect of Other Stock-Based Awards denominated in such shares granted pursuant to Section 8 or Section 9 of the Plan to any individual Participant who is not a non-employee member of the Board for a single fiscal year of the Company; provided, that, with respect to Other Stock-Based Awards granted as Performance Compensation Awards for a Performance Period that extends beyond a single fiscal year, the limitation for the Performance Period is the sum of the limitations for each constituent fiscal year in the Performance Period; provided, further, that in the event an Other Stock-Based Award is paid in cash, other securities, other Stock Awards or other property, the value of such payment shall be no more than the Fair Market Value of the shares after any reduction for the share limitation described in this Section 5(b)(ii);

(iii)

The maximum amount that may be paid to any individual Participant who is not a non-employee member of the Board for a single fiscal year of the Company during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 9(a) of the Plan) shall not exceed 0.5% of the Company’s aggregate consolidated operating income in the fiscal year immediately preceding the fiscal year in which the date of grant of such Performance Compensation Award occurs.

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(i)	Condition to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii)

Limitation. Unless otherwise provided in the applicable Award Agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that (A) the Performance Goals for such Performance Period are achieved, and (B) all or some portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii)

Certification. Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each

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(iv)

Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, unless otherwise provided in the applicable Award Agreement, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Award Agreement, the Committee shall not have the discretion to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained, or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 4 of the Plan.

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(a)	This amount includes non-cash purchase accounting adjustments primarily related to the EMC merger transaction.

(b)	Consists of acquisition, integration, and divestiture-related costs, as well as the costs incurred in the Class V transaction.

(c)	Consists of goodwill impairment charges, severance and facility action costs, and stock-based compensation expense.

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