NOTICE of ANNUAL MEETING and PROXY STATEMENT 2009 June 1, 2009
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NOTICE OF ANNUAL MEETING AND PROXY STATEMENT 2009 June 1, 2009 Dear Fellow Stockholders: On behalf of the Board of Directors, it is my pleasure to invite you to Dell’s 2009 Annual Meeting of Stockholders. The meeting will be held on Friday, July 17, 2009, at 8:00 a.m. Central Daylight Time, in Ballrooms B and C of the Austin Convention Center, 500 E. Cesar Chavez, Austin, Texas 78701. For your convenience, we are also offering a Webcast of the meeting. If you choose to view the Webcast, go to www.dell.com/investor shortly before the meeting time and follow the instructions provided. If you miss the meeting, you can view a replay of the Webcast on that site. You will find information regarding the matters to be voted on in the attached Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending many of our stockholders a notice regarding the availability of this proxy statement, our Annual Report on Form 10-K for Fiscal 2009 and other proxy materials via the Internet. This electronic process gives you fast, convenient access to the materials, reduces the impact on the environment and reduces our printing and mailing costs. A paper copy of these materials can be requested using one of the methods described in the materials. You may visit www.dell.com/investor to access an interactive Fiscal 2009 Year-in-Review, as well as various web-based reports, executive messages and timely information on Dell’s global business. This meeting is for Dell stockholders. To attend the meeting in person, you will need an admission ticket or an account statement showing your ownership of Dell stock as of May 22, 2009, and proper photo identification. An admission ticket can be printed at www.proxyvote.com, or is included in the proxy materials if you received a paper copy of the proxy materials. Whether or not you plan to attend the meeting in person, please submit your vote using one of the voting methods described in the attached materials. Submitting your vote by any of these methods will not affect your right to attend the meeting and vote in person should you so choose. However, if your shares are held through a broker or other nominee, you must obtain a legal proxy from the record holder of your shares in order to vote at the meeting. If you have any questions concerning the meeting, please contact our Investor Relations Department at 512-728-7800 or [email protected]. For questions regarding your stock ownership, you may contact our transfer agent, American Stock Transfer & Trust Company, at 800-937-5449 or www.amstock.com. Sincerely, Michael S. Dell Chairman of the Board and Chief Executive Officer www.dell.com/investor TABLE OF CONTENTS Notice of Annual Meeting of Stockholders ....................................... i Webcast of Annual Meeting ................................................... ii Proxy Statement Summary of Proposals .................................................... 1 Proposal 1 — Election of Directors ......................................... 2 Director Information .................................................. 3 Corporate Governance ................................................ 6 Corporate Governance Principles .................................... 6 Director Independence ............................................ 6 Board Committees ................................................ 7 Meetings and Attendance .......................................... 8 Communicating with Directors ..................................... 8 Director Compensation ............................................... 8 Proposal 2 — Ratification of Independent Auditor ............................. 11 Stockholder Proposal 1 — Reimbursement of Proxy Expenses .................. 12 Our Statement in Opposition ........................................... 13 Stockholder Proposal 2 — Adopt Simple Majority Vote ......................... 14 Our Statement in Opposition ........................................... 15 Executive Compensation .................................................. 17 Compensation Discussion and Analysis .................................. 17 Compensation Committee Report ....................................... 29 Compensation Committee Interlocks and Insider Participation ........... 29 Summary Compensation Table ......................................... 30 Incentive Plan Based Awards ........................................... 32 Grants of Plan-Based Awards in Fiscal 2009 ........................... 32 Outstanding Equity Awards at Fiscal Year-End 2009 .................... 33 Options Exercises and Stock Vested During Fiscal 2009 ................ 34 Equity Compensation Plans ............................................ 34 Other Benefit Plans ................................................... 35 Stock Ownership ........................................................ 37 Report of the Audit Committee ................................................ 37 Additional Information ....................................................... 38 Record Date; Shares Outstanding ........................................... 38 Quorum ................................................................ 38 Proxies; Right to Revoke .................................................. 38 Default Voting .......................................................... 39 Voting by Street Name Holders ............................................ 39 Tabulation of Votes ...................................................... 39 Proxy Solicitation ........................................................ 39 Director Nomination Process .............................................. 40 Stockholder Proposals for Next Year’s Meeting ............................... 41 Section 16(a) Beneficial Ownership Reporting Compliance ...................... 42 Certain Relationships and Related Transactions .............................. 42 Code of Conduct ........................................................ 44 Stockholder List ......................................................... 44 Stockholders Sharing the Same Last Name and Address ........................ 44 Notice of Electronic Availability of Proxy Materials ............................ 45 Annual Report on Form 10-K .............................................. 45 Directions to the Meeting ................................................. 45 www.dell.com/investor DELL INC. One Dell Way Round Rock, Texas 78682 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Date ........................... Friday, July 17, 2009 Time ........................... 8:00 a.m., Central Daylight Time Place ........................... Austin Convention Center – Ballrooms B and C 500 E. Cesar Chavez Austin, Texas 78701 Webcast ........................ www.dell.com/investor Proposals ...................... Proposal 1 – Election of Directors Proposal 2 – Ratification of Independent Auditor Stockholder Proposal 1 – Reimbursement of Proxy Expenses Stockholder Proposal 2 – Adopt Simple Majority Vote Record Date .................... May22,2009 Voting Methods ................. Internet — Go to www.proxyvote.com Telephone — Use the toll-free number shown on the proxy card or voting instruction card Written ballot — Complete and return a proxy or voting instruction card (if you received a paper copy) In person — Attend and vote at the meeting Stockholders will also transact any other business properly brought before the meeting. At this time, the Board of Directors knows of no other proposals or matters to be presented. This Notice of Annual Meeting and Proxy Statement is accompanied by the Annual Report on Form 10-K for Fiscal 2009. On behalf of the Board of Directors: Lawrence P. Tu, Secretary June 1, 2009 i www.dell.com/investor WEBCAST OF ANNUAL MEETING We are pleased to offer a Webcast of our 2009 annual meeting, and viewers, like attendees, will have the ability to ask questions online during the question and answer session. If you choose to view the Webcast, go to www.dell.com/investor shortly before the meeting time and follow the instructions provided. If you miss the meeting, you can view a replay of the Webcast on that site. Please note that you will not be able to vote your shares via the Webcast. If you plan to view the Webcast, please submit your vote using one of the methods described in these materials by 11:59 p.m., Eastern Daylight Time, on July 16, 2009. ii www.dell.com/investor PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by Dell Inc., on behalf of the Board of Directors (the “Board”), for the 2009 Annual Meeting of Stockholders. This proxy statement and the related proxy form are being distributed to stockholders on or about June 5, 2009. You can vote your shares using one of the following methods: • Vote through the Internet at www.proxyvote.com using the instructions included in the notice regarding the Internet availability of proxy materials, the proxy card or voting instruction card; • Vote by telephone using the instructions on the proxy card or voting instruction card if you received a paper copy of the proxy materials; • Complete and return a written proxy or voting instruction card if you received a paper copy of the proxy materials; or • Attend and vote at the meeting (See “Additional Information – Voting by Street Name Holders”). Internet and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a proxy or voting instruction card. Unless you are planning to vote at the meeting, your vote must be