Edgar Filing: DELL INC - Form DEFA14A

Definitive Additional Materials

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 þ

Filed by a Party other than the Registrant ¨

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¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
þ	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

Dell Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on July 13, 2012.

Meeting Information

DELL INC.

Meeting Type: Annual Meeting

For holders as of: May 18, 2012

Date: July 13, 2012 Time: 8:00 a.m., CDT

Location:

Dell Round Rock Campus

501 Dell Way, Building 2-East

Houston/Dallas conference rooms

Round Rock, Texas 78682

Meeting live via the Internet-please visit

www.virtualshareholdermeeting.com/dell2012.

You are receiving this communication because you hold shares in the above named company.

DELL INC.

C/O AMERICAN STOCK TRANSFER

P.O. BOX #199045

BROOKLYN, NY 11219-9045

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials


Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT TO STOCKHOLDERS
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET:	www.proxyvote.com
	2) BY TELEPHONE:	1-800-579-1639
	3) BY E-MAIL*:	sendmaterial@proxyvote.com
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before July 1, 2012 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the Meeting you will need to request a ballot to vote these shares.
Vote By Internet:
Before The Meeting:	Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.
During The Meeting:	Go to www.virtualshareholdermeeting.com/dell2012. Have the information that is printed in the box marked by the arrow available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


		Voting Items

Proposal 1 – Election of Directors

The Board of Directors recommends a vote FOR all nominees

Nominees:

1a.

James W. Breyer

1b.

Donald J. Carty

1c.

Janet F. Clark

1d.

Laura Conigliaro

1e.

Michael S. Dell

1f.

Kenneth M. Duberstein

1g.

William H. Gray, III

1h.

Gerard J. Kleisterlee

1i.

Klaus S. Luft

1j.

Alex J. Mandl

1k.

Shantanu Narayen

1l.

H. Ross Perot, Jr.

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Proposal 2 – Ratification of selection of PricewaterhouseCoopers LLP as Dell’s independent auditor for Fiscal 2013
The Board of Directors recommends a vote FOR Proposal 2 Proposal 3 – Approval, on an advisory basis, of Dell’s compensation of its named executive officers as disclosed in the Proxy Statement The Board of Directors recommends a vote FOR Proposal 3 Proposal 4 – Approval of the Dell Inc. 2012 Long-Term Incentive Plan The Board of Directors recommends a vote FOR Proposal 4 In their discretion, the Proxies are authorized to vote on such other business as may properly come before the meeting or any postponement or adjournment thereof.

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