Dell Technologies Inc. 8-K

Governance changeShareholder vote

Texas redomestication takes effect; charter requires 3% ownership to bring or maintain derivative suits against directors or officers.

Filed 2026-07-01 06:47 ET

Summary

Texas redomestication, approved by shareholders and effective 7/1/2026. Dell converted from a Delaware to a Texas corporation; its business, management, operations, assets and liabilities were otherwise unchanged. Under its Texas charter, shareholders or groups must own at least 3% of outstanding shares to bring or maintain derivative proceedings against directors or officers for conduct in their official capacity.

Key Figures

  • Shareholders approved the conversion with 3.36B votes for and 108M against. Class A and Class B shareholders also approved it in separate votes.
  • Each Class A, B and C share converted one-for-one; outstanding equity awards carried over on the same terms. Dell remains listed on the NYSE under DELL, and stockholders do not need to exchange certificates or book-entry entitlements.

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