Carl C. Icahn and his affiliates
("Icahn") and Southeastern Asset Management ("Southeastern"), holders of 8.9%
and 4.0% of Dell's DELL outstanding common stock, respectively, today announced
that they have filed a preliminary proxy statement with the U.S. Securities
and Exchange Commission ("SEC") regarding the election of directors to the
Dell Board of Directors in connection with the 2013 Annual Meeting of
Stockholders. Icahn and Southeastern will seek to elect their nominees to the
Dell Board if the proposed Michael Dell/Silver Lake freeze-out transaction is
voted down by the Company's stockholders.
As detailed in the preliminary proxy statement, Icahn and Southeastern are
seeking to change the Dell Board because they believe that the Dell Board must
be completely reconstituted to ensure that the interests of the stockholders,
the true owners of Dell, are appropriately represented in the Dell boardroom.
Icahn and Southeastern have nominated directors who have strong, relevant
backgrounds and who are committed to fully exploring all opportunities to
unlock stockholder value.
At the 2013 Annual Meeting, Icahn and Southeastern are seeking support from
fellow stockholders to elect the 12 Icahn and Southeastern nominees to serve
until the 2014 annual meeting of stockholders and until their respective
successors are duly elected and qualified. The Icahn and Southeastern
nominees are: Carl C. Icahn, Harry Debes, Dr. Rajendra Singh, Gary Meyers,
Daniel Ninivaggi, Jonathan Christodoro, A.B. Krongard, Matthew C. Jones, Rahul
N. Merchant, Peter van Oppen, Howard Silver, and David A. Willmott.
Icahn and Southeastern have nominated 12 directors who possess a broad range
of experience in the information technology, data storage, software, finance
and accounting, and operations and management fields, and who are committed to
exploring all value-creating opportunities for stockholders. Biographical
information for the Icahn and Southeastern nominees is included in the
preliminary proxy statement as filed with the SEC.
Icahn and Southeastern continue to believe that the Michael Dell/Silver Lake
freeze-out transaction undervalues Dell and its prospects and denies
stockholders the opportunity to participate in Dell's significant upside
potential. Icahn and Southeastern continue to recommend that their fellow
Dell stockholders vote against the Michael Dell/Silver Lake freeze-out
proposal at the Special Meeting currently scheduled for September 12, 2013.
If stockholders have any questions concerning the preliminary proxy statement
filed by Carl C. Icahn and Southeastern Asset Management, please contact D.F.
King & Co., Inc. at 1-800-347-4750 or dell@dfking.com.
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