Dell Technologies Inc. 8-K

Summary

Bylaw amendment restricting shareholder proposal eligibility. Effective 7/2/2026, Dell opted into Section 21.373 of the Texas Business Organizations Code, imposing ownership and solicitation requirements on shareholders submitting proposals for approval at company meetings, including Rule 14a-8 proposals. Statutory exceptions apply.

Key Figures

• Eligibility: the submitting shareholder or group must hold voting shares worth at least $1.0M or at least 3% of outstanding voting shares when the proposal is submitted; hold the shares continuously for at least six months before the meeting and through its duration; and solicit holders representing at least 67% of the voting power entitled to vote on the proposal.

Investor Takeaways

• Future shareholder proposals will need to meet the new eligibility and solicitation requirements.