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Dell Inc. (Exact Name of Registrant As Specified in Its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 Dell Inc. (Exact name of registrant as specified in its charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Explanatory Note Members of the Special Committee of the Board of Directors of Dell Inc. continue to meet with investors regarding the proposed transaction with affiliates of Michael Dell and Silver Lake Partners. In connection with those meetings, presentation materials previously provided to investors and filed with the Securities and Exchange Commission have been consolidated into a single updated set of materials, a copy of which is being filed herewith. JulyD E L2013 L S P E C I A L C O M M I T T E E I N V E S T O R P R E S E N T A T I O N Presentation to Dell’s investors LauraAlex Mandl Conigliaro, (Chairman), Retired Former Partner President,of Goldman COO Sachs & CFOSpecial of AT&TCommittee Janet Clark, EVP & CFO of Marathon Oil DebevoiseKen Duberstein, & Plimpton Chairman LLP &Legal CEO counsel of The Morris, Duberstein Nichols, Group Arsht & Tunnell LLP ManagementJ.P. Morgan Financial Boston Consulting advisors Evercore Group consultant Partners 1Proxy MacKenzie Partners solicitor Agenda 2Transaction process 3 Perspectives on Dell today 12 Overview of financial forecasts 22 Evaluation of strategic alternatives 30 AlexProcess Mandl led by experienced and independent Special Committee FormerChairman President, of Special COO Committee & CFO of AT&T Other experience PresidentChairman & of CEO Gemalto of Gemplus LauraFormer Conigliaro director of Pfizer, Visteon Corp., Hewett Associates, AT&T, General Instrument Corp. and Warner Lambert RetiredDirector Partner of Goldman Sachs Other experience CoveredCo-Director computer of Goldman systems Sachs sector Americas as Technology Equity EquityResearch Research business leader JanetDirector Clark of Infoblox, Arista Networks and Genpact EVPDirector & CFO of Marathon Oil SVPOther & experience CFO of Nuevo Energy InvestmentEVP of Santa banker Fe Snyder at The First Boston Corporation KenDirector Duberstein of four nonprofit organizations Director OtherChairman experience & CEO of The Duberstein Group LeadFormer Director, White House The Boeing Chief ofCompany Staff (Reagan) FormerChairman, Presiding Governance Director, Committee, ConocoPhillips The Travelers Companies 3The Special Committee consists of independent directors with deep experience and functional expertise across the technology sector and M&A, advised by leading independent legal, financial and strategic advisors Independent directors unanimously approved transaction DirectorJames Breyer1 Partner, Accel Partners Other experience ProductMcKinsey marketing & Company and management at Apple Computers and Hewlett-Packard DonaldLead Independent Carty Director, Wal-Mart Stores Chairman,Director Virgin America ChairmanOther experience & CEO of AMR and American Airlines NationalCEO of CP Infrastructure Air Advisory Council WilliamCurrent Director Gray III2 of Barrack Gold Corp., Hawaiian Holdings and Porter Air Chairman,Director Gray Global Strategies Co-ChairmanOther experience GrayLoefferler, LLC CEO,Chairman, The College The Amani Fund Group / UNCF GerardCongressman, Kleisterlee US House of Representatives, 1979-1991 PresidentDirector & CEO, Royall Philips Electronics CEO,Other experiencePhilips’ Components Division President, Philips Taiwan MemberMD, Philips of Asia Display Business Components Council and Dutch Innovation Platform DirectorKlaus Luft OtherFounder, experience Artedona AG ViceOwner Chairman & President, & International MATCH – Market Advisor, Access Goldman Services Sachs ShantanuCEO, Nixdorf Narayen Computer PresidentDirector & CEO, Adobe KeyOther product experience research and development positions at Adobe DirectorCo-founder, of desktop Pictra and collaboration products at Silicon Graphics RossApple Perot Computer Jr. Chairman,Director Hillwood Founder,Other experience Perot Systems (acquired by Dell in 2009) Chairman, Governor’sAir Force Memorial Task Force Foundation for Economic Growth 1 James Breyer will not be seeking re-election as a director; 2 William Gray III deceased on July 1, 2013 4 Going private delivers highest value for Dell’s shareholders ComprehensiveAll cash offer at rangea significant, of alternatives certain evaluatedpremium ShiftsShareholder all business friendly and process transaction and termsrisks toto buyerensure group value was maximized 5Avoids high risk of a levered recap and delivers superior value and certainty Transaction highlights 37%$13.65 premium per share over in cash90 calendar provides day significant, trading average immediate and and 25% certain premium premium over 1-day price1 RigorousNegotiations process resulted including in 6 price robust increases go-shop and $4 billion of additional value BlackstoneIn total, 21 strategicand Carl andIcahn 52 submitted financial buyerspreliminary participated proposals during go-shop process – BlackstoneIcahn did not terminated follow through participation on his after preliminary rigorous proposal diligence process –Icahn On July and 1st,Southeastern Icahn provided submitted a financing a letter commitmenton May 9th, andletter Icahn but structuresubmitted or a remediesnew letter for on failure June 18th, to close each for outlining either alternative alternative concept concepts remain outstanding IncreasinglyAll cash transaction negative at trends significant in core premium PC markets given high and growing risks TransformationEnterprise segment faces depends execution on coreand competitivePC business challenges 1Transaction Premiums transfersbased on allunaffected risks and price uncertainties as of the oflast the trading business day to (1/11/13) the buyer before group rumors of a possible going-private transaction were first published 6 Process was rigorous, objective and competitive EstablishedRigorous review favorable of strategic rules ofalternatives engagement TheHighly Special competitive Committee process has includingmet over 40robust times go-shop since inception RetainedConsidered BCG broad to assist range the of strategicSpecial Committee and financial to evaluatealternatives strategic options SpecialMichael Committee’s Dell agreed toconsent work inrequired good faith for Michaelwith any Dell’s bidder agreement with any bidder TransactionMichael Dell requires agreed toapproval vote at byleast holders pro rata of fora majority any superior of the proposal unaffiliated shares1 EvercorePrior to signing, retained 3 asleading independent financial financial sponsors advisor conducted to review due diligenceprocess and but run 2 declined go-shop to submit firm offers, citing challenges in PC business BlackstoneAggressive go-shop,and Icahn 70 provided parties participatedaccess to management and 2 indications and diligence of interest materials submitted (Blackstone and Icahn) OnIcahn July and 1st, Southeastern Icahn provided submitted a financing a letter commitment on May 9th, letter and butIcahn structure submitted or remedies a new letter for failureon June to 18th, close each for eitheroutlining alternative alternative concept concepts remain outstanding 1 Unaffiliated shares represent shares not held by Michael Dell, management and related entities 7 $4 billion in additional value created… RepresentsProgression Silverof Silver Lake Lake bids bids (offer price per share) and key events Initial10/23/12 bids $12.16 (Sponsor B bids $11.22$12.00—$13.00) Special8/20/12 Late Oct Committee BCG formed hired $12.90$13.65 2/5/13$13.60 $12.70 $13.50 Announces $13.25 transaction at offer price of 5/13/13 7/1/13 $13.65 Special Committee Icahn provides a requests additional financing commitment information from Icahn / letter Southeastern 5/9/1312/4/12 6/18/13 3/22/13Sponsor B declines to Icahn / Southeastern Icahn submits bid submit letter outlining letter outlining recap concept tender offer concept Sponsor12/11-12/23/12 C enters Active 2/5/13 go-shop ends; Icahn 4/18/13 and Blackstone process but Go-shop Blackstone submit drops out of declines to bid begins proposals process DellAug shareSept Oct10/22/12 Nov Dec
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