01—Abstract
Summary
Summary of the 8-K filed July 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Dell Technologies Inc. (DELL) has filed an 8-K report detailing amendments to its bylaws, effective July 2, 2026.
These changes implement Section 21.373 of the Texas Business Organizations Code, which significantly alters the requirements for shareholders submitting proposals at company meetings. Under the new bylaws, a shareholder or group of shareholders must meet stringent criteria to submit a proposal.
This includes holding shares with a market value of at least $1 milliona or 3% of outstanding voting shares, continuously holding these shares for at least six months prior to the meeting, retaining ownership through the meeting's duration, and soliciting support from holders of at least 67% of the voting power. These amendments are designed to streamline the shareholder proposal process and ensure that proposals are brought forth by substantial, long-term investors.
02—Key points
Key Highlights
- Dell Technologies Inc. has amended its corporate bylaws, effective July 2, 2026.
- The amendments adopt Section 21.373 of the Texas Business Organizations Code.
- Shareholder proposals now require a minimum market value of $1,000,000 or 3% of outstanding voting shares.
- Shareholders must have held qualifying shares continuously for at least six months prior to the meeting date.
- Shareholders must retain ownership of shares throughout the entire duration of the meeting.
- Proposing shareholders must solicit support representing at least 67% of the voting power for their proposal.
03—Questions
Frequently Asked Questions
What is the main change introduced by these bylaw amendments?
The main change is the implementation of stricter requirements for shareholders or groups of shareholders who wish to submit proposals for approval at company meetings. This includes significant thresholds for share ownership value and duration, as well as a requirement to garner substantial voting support from other shareholders.
What are the new ownership thresholds for submitting a shareholder proposal?
To submit a proposal, a shareholder or group must hold voting shares with a market value of at least $1,000,000 or 3% of the company's outstanding voting shares, determined as of the date of submission.
How long do shareholders need to hold their shares to be eligible to submit a proposal?
Shareholders must have held the required qualifying shares continuously for at least six months prior to the meeting at which they wish to submit the proposal.
Does Dell Technologies Inc. have the right to reject shareholder proposals that don't meet these new criteria?
Yes, the amendments are designed to allow the company to implement these new criteria, which are subject to exceptions provided in Section 21.373 of the Texas Business Organizations Code. Proposals not meeting these updated requirements may not be eligible for consideration at shareholder meetings.
04—Continue