NOTICE OF ANNUAL MEETING AND PROXY STATEMENT September 24, 2013 Dear fellow stockholders: On behalf of the Board of Directors, it is my pleasure to invite you to Dell’s 2013 Annual Meeting of Stockholders. The meeting will be held on Thursday, October 17, 2013, at 9:00 a.m., Central Time, at the Dell Round Rock Campus, 501 Dell Way, Building 2-East, Dallas/Houston conference rooms, Round Rock, Texas 78682. The Board is recommending a highly qualified and experienced slate of ten nominees for election at the annual meeting, each of whom currently is serving as a director of Dell. At the annual meeting, you also will be asked to ratify the appointment of PricewaterhouseCoopers LLP as Dell’s independent auditor for Fiscal 2014, to approve, on an advisory basis, the compensation of Dell’s named executive officers as disclosed in the accompanying proxy statement, and if such proposal is properly presented at the meeting, to vote against a stockholder proposal requesting that the Board undertake such steps as may be necessary to permit Dell’s stockholders to act by written consent instead of at a meeting of stockholders. You will find information regarding these matters in the accompanying notice of annual meeting of stockholders and proxy statement. Whether or not you plan to attend the annual meeting in person, it is very important that your shares be represented. Your Board urges you to read the accompanying proxy statement carefully and to submit your proxy “FOR” the Board’s nominees, and in accordance with the Board’s recommendations on the other proposals. Please submit your proxy over the Internet or by telephone, or complete, date, sign and return your proxy card as soon as possible. Further instructions on how to submit your proxy are provided on the proxy card and also are contained in the accompanying proxy statement. Submitting your proxy by any of these methods will not affect your right to attend the annual meeting and vote in person if you wish to do so. 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. The annual meeting is for Dell stockholders. To attend the meeting in person, you will need to present an account statement showing your ownership of Dell common stock as of September 10, 2013, which is the record date for the annual meeting, and proper photo identification. If you have questions about the annual meeting, or require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact MacKenzie Partners Inc., which is acting as Dell’s proxy solicitation agent in connection with the annual meeting, as indicated below: 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 E-mail: [email protected] If your broker or other nominee holds your shares, you also should call your broker or other nominee for additional information. Sincerely, Michael S. Dell Chairman of the Board and Chief Executive Officer TABLE OF CONTENTS Page Notice of Annual Meeting of Stockholders Proxy Statement ........................................................................ 1 Questions and Answers About the Proxy Materials and the Annual Meeting ..................... 3 Background to the Annual Meeting ..................................................... 9 Proposal 1 — Election of Ten Directors .................................................. 10 Director Qualifications and Information .............................................. 11 Corporate Governance ........................................................... 17 Corporate Governance Principles ............................................... 17 Director Independence ....................................................... 18 Board Leadership Structure ................................................... 19 Board Committees ........................................................... 20 Audit Committee ........................................................ 20 Leadership Development and Compensation Committee ......................... 21 Governance and Nominating Committee ..................................... 21 Finance Committee ...................................................... 22 Board Risk Oversight ........................................................ 22 CEO Succession Planning ..................................................... 23 Meetings and Attendance ..................................................... 23 Communications with Directors ................................................ 23 Director Compensation ........................................................... 23 Proposal 2 — Ratification of Independent Auditor ......................................... 28 Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation ................ 30 Stockholder Proposal (Proposal 4) — Right to Act by Written Consent ......................... 31 Executive Compensation .............................................................. 34 Compensation Discussion and Analysis .............................................. 34 Leadership Development and Compensation Committee Report ........................... 51 Leadership Development and Compensation Committee Interlocks and Insider Participation .... 52 Summary Compensation Table ..................................................... 53 Incentive Plan-Based Awards ...................................................... 55 Grants of Plan-Based Awards in Fiscal 2013 ...................................... 55 Outstanding Equity Awards at Fiscal Year-End 2013 ............................... 57 Option Exercises and Stock Vested During Fiscal 2013 ............................. 59 Equity Compensation Plans ....................................................... 59 Other Benefit Plans .............................................................. 60 Potential Payments Upon Termination or Change of Control ............................. 61 Stock Ownership .................................................................... 63 Report of the Audit Committee ......................................................... 65 Additional Information ............................................................... 66 Director Nomination Process ...................................................... 66 Stockholder Proposals for Next Year’s Annual Meeting ................................. 67 Section 16(a) Beneficial Ownership Reporting Compliance .............................. 67 Certain Relationships and Related Transactions ........................................ 68 Code of Conduct ................................................................ 69 Stockholder List ................................................................ 69 Stockholders Sharing the Same Last Name and Address ................................. 70 Annual Report on Form 10-K ...................................................... 70 Other Matters .................................................................. 70 Back Cover — Directions to the Meeting DELL INC. One Dell Way Round Rock, Texas 78682 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of Dell Inc.: NOTICE IS HEREBY GIVEN that the 2013 Annual Meeting of Stockholders of Dell Inc., a Delaware corporation (“Dell” or the “company”), will be held on Thursday, October 17, 2013, at 9:00 a.m., Central Time, at the Dell Round Rock Campus, 501 Dell Way, Building 2-East, Dallas/Houston conference rooms, Round Rock, Texas 78682, for the following purposes: 1. To elect ten directors to serve until Dell’s next annual meeting of stockholders or until their successors are duly elected and qualified 2. To ratify the appointment of PricewaterhouseCoopers LLP as Dell’s independent auditor for Fiscal 2014 3. To approve, on an advisory basis, the compensation of Dell’s named executive officers as disclosed in the accompanying proxy statement 4. To act upon a stockholder proposal, if properly presented, requesting that the Board undertake such steps as may be necessary to permit Dell’s stockholders to act by written consent instead of at a meeting of stockholders 5. To act upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof by or at the direction of the Board The holders of record of Dell’s common stock at the close of business on September 10, 2013 are entitled to notice of and to vote at the annual meeting or at any adjournment or postponement thereof. YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOUR BOARD URGES YOU TO READ THE PROXY STATEMENT AND SUBMIT A PROXY FOR YOUR SHARES OVER THE INTERNET OR BY TELEPHONE, OR COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. This notice of annual meeting of stockholders and the proxy statement are accompanied by Dell’s Fiscal 2013 annual report to stockholders. If you have questions about the annual meeting, or require assistance in submitting your proxy or voting your shares or need additional copies of the accompanying proxy statement or the proxy card, please contact MacKenzie Partners Inc., which is acting as Dell’s proxy solicitation agent in connection with the annual meeting, as indicated below: 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or Call Toll-Free (800) 322-2885 E-mail: [email protected] If your broker or other