UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 23, 2009
Dell Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-17017
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74-2487834 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer |
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Identification No.) |
One Dell Way, Round Rock, Texas 78682
(Address of principal executive offices) (zip code)
Registrant’s
telephone number, including area code: (800) 289-3355
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On September 23, 2009, the District Court of Williamson County, Texas (the “Court”) granted
preliminary approval of a settlement of the previously disclosed shareholder derivative claims
described in the Dell Inc. (the “Company”) Form 10-Q filed on September 3, 2009. The settlement is
subject to final Court approval at a hearing scheduled for December 15, 2009, and is premised on
corporate governance and remedial measures that the Company has put into place since the initiation
of the derivative claims and additional measures that the Company has agreed to put into place in
the future. If the settlement is approved, each of these measures will remain in place for at least four years unless a majority of the Board of Director’s independent directors votes
otherwise. The Company has also agreed to pay the plaintiffs’ attorneys’ fees and expenses of
$1.75 million, or any lesser amount awarded by the court. The Notice of Proposed Settlement and
Stipulation of Settlement are furnished herewith as Exhibits 99.1 and 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
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Notice of Proposed Settlement |
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| 99.2 |
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Stipulation of Settlement dated September 11, 2009. |
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