Summary of DELL INC - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 28, 2009, Sallie L. Krawcheck, a member of our Board of Directors, chairman of the Leadership Development and Compensation Committee and a member of the Finance Committee and the Governance and Nominating Committee, informed the Chairman and Chief Executive Officer that she intends to resign from the Board of Directors effective September 30, 2009 in order to dedicate more time to her role as President, Global Wealth and Investment Management, for Bank of America Corporation.

(d) On September 25, 2009, Mr. Shantanu Narayen, President and Chief Executive Officer of Adobe Systems Incorporated, was appointed to Dell's Board of Directors. He was also appointed to serve on the Leadership Development and Compensation Committee of the Board. Mr. Narayen will serve on the Board of Directors until the next annual meeting of stockholders, scheduled for July 16, 2010, at which time his continued service will be subject to renomination and stockholder approval.

There is no arrangement or understanding between Mr. Narayen and any other persons pursuant to which he was selected as a director.

As a director, Mr. Narayen will participate in the standard compensation plan for non-employee directors. Pursuant to that plan, non-employee directors receive a prorated retainer fee ($50,000 for fiscal 2010) and a restricted stock unit grant valued at $400,000 with the number of shares to be determined based on the stock price on the date of grant. The retainer payment date and grant date will be the date of the first board meeting he attends.

There are no relationships or related party transactions between Mr. Narayen and the company that would be required to be reported under Section 404(a) of Regulation S-K.

A copy of the press release issued on September 29, 2009, announcing Ms. Krawcheck's resignation from the Board and Mr. Narayen's appointment to the Board, is attached as Exhibit 99.1.