Amendment: Dell Technologies Inc. filed SEC Form 8-K: Leadership Update
$DELL
Computer Manufacturing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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 5, 2025
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On September 8, 2025, Dell Technologies Inc. (the “Company”) filed a Current Report on Form 8-K that reported that David Kennedy, who previously served as the Company’s Senior Vice President, Global Business Operations, Finance, was appointed as the Company’s interim Chief Financial Officer, effective as of September 9, 2025. On October 2, 2025, the Company filed an amendment to the Current Report on Form 8-K that reported the grant to Mr. Kennedy of an equity award in the form of 10,580 time-based restricted stock units (“RSUs”) that settle in the Company’s Class C common stock.
On November 23, 2025, the Company’s Board of Directors (the “Board”) approved the appointment of Mr. Kennedy as the Company’s Chief Financial Officer on a permanent basis, effective November 24, 2025 (the “Effective Date”). In connection with this appointment, the Company’s Compensation Committee approved an annual base salary for Mr. Kennedy of $760,000 and a target cash incentive payment equal to 100% of his base salary, pro-rated for the fiscal year ending January 30, 2026, each effective as of the Effective Date. In addition, the Company’s Compensation Committee approved a grant of time-based RSUs valued at $3,000,000 that will vest in equal annual installments beginning on the first anniversary of the Effective Date. The RSUs are subject to Mr. Kennedy’s continued service through each applicable vesting date and the other terms and conditions of the Dell Technologies Inc. 2023 Stock Incentive Plan and the Company’s standard form of Restricted Stock Unit Agreement.
Mr. Kennedy will continue to be eligible to participate in severance, retirement, welfare and benefit plans and programs generally available to other employees of the Company. Mr. Kennedy has also entered into the Company’s standard indemnification agreement applicable to certain of its executive officers and the Company’s Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement, which provides for severance payments under limited circumstances, subject to certain non-competition and non-solicitation obligations. The Dell Technologies Inc. 2023 Stock Incentive Plan, and the Form of Restricted Stock Unit Agreement, Form of Indemnification Agreement and Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement are each filed as exhibits to the Company’s Annual Report filed on Form 10-K for the fiscal year ended January 31, 2025.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 25, 2025 | Dell Technologies Inc. | ||||||||||||||||
| By: | /s/ Christopher A. Garcia | ||||||||||||||||
| Christopher A. Garcia Senior Vice President and Assistant Secretary | |||||||||||||||||
| (Duly Authorized Officer) | |||||||||||||||||
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