Dell tightens rules for shareholder proposals

Dell tightens rules for shareholder proposals

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What corporate change did Dell (DELL) disclose in this 8-K filing?

What ownership level is now required to submit a shareholder proposal at Dell (DELL)?

How long must Dell (DELL) shareholders hold shares before submitting a proposal?

What solicitation requirement applies to shareholder proposals at Dell (DELL)?

Does Dell’s (DELL) new bylaw framework affect Rule 14a-8 proposals?

What legal framework did Dell (DELL) choose for shareholder proposals?

Positive

Negative

Dell Technologies Inc. filed an 8-K describing amendments to its bylaws, effective July 2, 2026, to opt into Section 21.373 of the Texas Business Organizations Code.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Dell Technologies Inc. filed an 8-K describing amendments to its bylaws, effective July 2, 2026, to opt into Section 21.373 of the Texas Business Organizations Code. The new rules significantly narrow which shareholders can formally submit proposals for a vote at shareholder meetings.

Under the amended and restated bylaws, a shareholder or group may submit a proposal, including those under Rule 14a-8, only if they hold at least $1,000,000 in market value of Dell voting shares or 3% of outstanding voting shares, held continuously for at least six months before the meeting and through its duration, and they must solicit holders representing at least 67% of the voting power entitled to vote on the proposal.

Dell tightens eligibility rules for shareholder proposals, raising ownership and solicitation thresholds.

Dell Technologies has amended its bylaws, effective July 2, 2026, to be governed by Section 21.373 of the Texas Business Organizations Code. This change restricts who can submit proposals at shareholder meetings, including those under Rule 14a-8.

Only shareholders or groups holding at least $1,000,000 in market value of voting shares or 3% of outstanding voting shares, held continuously for six months and through the meeting, may submit proposals. They must also solicit at least 67% of the voting power entitled to vote.

These thresholds can reduce the number of smaller shareholder-sponsored proposals and concentrate proposal rights among larger or more organized holders. Future disclosures in company materials may show how frequently proposals meet these conditions and whether governance practices evolve under this tighter framework.

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Ownership threshold (value): $1,000,000 market value Ownership threshold (percentage): 3% of outstanding voting shares Holding period: Six months +2 more

5 metrics

Ownership threshold (value) $1,000,000 market value Minimum Dell voting shares value to submit a proposal

Ownership threshold (percentage) 3% of outstanding voting shares Alternative minimum ownership to submit a proposal

Holding period Six months Continuous ownership before the shareholder meeting

Solicitation requirement 67% voting power Voting power that must be solicited for the proposal

Effective date July 2, 2026 Date Dell’s bylaw amendments took effect

Section 21.373 of the Texas Business Organizations Code, Rule 14a-8, Amended and Restated Bylaws, emerging growth company, +1 more

5 terms

Section 21.373 of the Texas Business Organizations Code regulatory

"the Company affirmatively elects to be governed by Section 21.373 of the Texas Business Organizations Code"

Rule 14a-8 regulatory

"including a proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934"

Rule 14a-8 is a U.S. Securities and Exchange Commission regulation that lets eligible shareholders put proposals on a public company’s proxy ballot for an annual meeting, provided they meet basic ownership and filing requirements. It matters to investors because it creates a formal way to raise governance or strategic issues and force a company-wide vote—like getting an item onto the agenda of a neighborhood association meeting once you’ve lived there long enough—so shareholders can push for change or influence management decisions.

Amended and Restated Bylaws regulatory

"incorporated into amended and restated bylaws of the Company approved by the Board"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

emerging growth company regulatory

"Emerging growth company The information set forth in Item 5.03"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

voting power financial

"solicits the holders of shares representing at least 67% of the voting power of shares entitled to vote"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

Dell disclosed amended and restated bylaws effective July 2, 2026. The changes opt the company into Section 21.373 of the Texas Business Organizations Code and tighten eligibility requirements for shareholders to submit proposals at shareholder meetings, including those under SEC Rule 14a-8.

A shareholder or group must hold at least $1,000,000 in market value of Dell voting shares or 3% of the company’s outstanding voting shares. This ownership is tested as of the proposal submission date and applies to all covered shareholder proposals.

Shareholders must have held the qualifying Dell voting shares continuously for at least six months before the meeting. They must also continue owning those shares for the entire duration of the shareholder meeting where the proposal is presented for approval.

Eligible shareholders must solicit the holders of shares representing at least 67% of the voting power entitled to vote on the proposal. This solicitation requirement applies in addition to the ownership and holding-period thresholds specified in the amended bylaws.

Yes. The bylaw amendments state that the new eligibility thresholds apply to proposals submitted at shareholder meetings, including those submitted pursuant to SEC Rule 14a-8. This means even Rule 14a-8 proposals must meet the ownership, duration, and solicitation conditions.

Dell elected to be governed by Section 21.373 of the Texas Business Organizations Code. Its amended and restated bylaws incorporate that section’s structure and related requirements for when shareholders may place proposals before a meeting for a vote.

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Available on EDGAR 07/06/2026 - 04:22 PM Accepted by SEC EDGAR 07/06/2026 - 04:22 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2026

Dell Technologies Inc.

(Exact name of registrant as specified in its charter)

Texas

001-37867

80-0890963

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

One Dell Way

Round Rock, Texas

78682

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 289-3355

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class C Common Stock, par value $0.01 per share

DELL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03

Material Modifications to Rights of Security Holders.

The information set forth in Item 5.03 of this report is incorporated by reference into this Item 3.03.

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective July 2, 2026, the Board of Directors (the “Board”) of Dell Technologies Inc. (the “Company”) approved amendments to the Company’s bylaws (the “Bylaw Amendments”), effective July 2, 2026, to provide that the Company affirmatively elects to be governed by Section 21.373 of the Texas Business Organizations Code (the “TBOC”) and implement related changes. The Bylaw Amendments, which are incorporated into amended and restated bylaws of the Company approved by the Board effective July 2, 2026 (the “Amended and Restated Bylaws”), provide that, subject to the exceptions provided in Section 21.373 of the TBOC, a shareholder or group of shareholders may submit a proposal for approval at a meeting of the Company’s shareholders, including a proposal submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, only if (i) such shareholder or group of shareholders holds, as of the date the proposal is submitted, voting shares of the Company equal to at least (a) $1,000,000 in market value or (b) 3% of the Company’s outstanding voting shares, determined as of the date the proposal is submitted, (ii) such shareholder or group of shareholders has held such shares continuously for at least six months prior to the meeting, (iii) such shareholder or group of shareholders continues to own such shares through the entire duration of the meeting and (iv) such shareholder or group of shareholders solicits the holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal.

The foregoing description of the Bylaw Amendments is qualified in all respects by reference to the text of the Amended and Restated Bylaws filed as Exhibit 3.2 to this report. Exhibit 3.2 is marked to show all amendments to the Company’s bylaws that became effective on July 1, 2026. Text that was added to the prior bylaws by the Bylaw Amendments is underlined and text that was deleted from the prior bylaws by the Bylaw Amendments is struck through.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

The following are herewith filed as exhibits to this report:


Exhibit No.		Description

3.2		Amended and Restated Bylaws of Dell Technologies Inc. (marked copy showing changes to prior bylaws of Dell Technologies Inc.)

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

Source: View Original Filing on SEC EDGAR

4 documents

Date: July 6, 2026

Dell Technologies Inc.

/s/ Christopher A. Garcia

Christopher A. Garcia

Senior Vice President and Assistant Secretary

(Duly Authorized Officer)