Dell Technologies tightens shareholder proposal rules under Texas law

Dell Technologies (NYSE: DELL) amended its bylaws effective July 2, 2026, to adopt new restrictions on shareholder proposals at company meetings.

The Board of Directors approved the changes, which elect governance under Section 21.373 of the Texas Business Organizations Code. Under the amended and restated bylaws, a shareholder or group of shareholders may submit a proposal only if they meet four conditions.

First, the shareholder or group must hold voting shares valued at least $1,000,000 in market value or representing at least 3% of the company's outstanding voting shares at the time of submission. Second, those shares must have been held continuously for at least six months prior to the meeting. Third, the shares must be retained through the entire duration of the meeting. Fourth, the shareholder or group must solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal.

The requirements apply to proposals submitted under Rule 14a-8 of the Securities Exchange Act of 1934, subject to exceptions provided under Section 21.373 of the Texas Business Organizations Code.

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