Dell raises shareholder proposal bar to $1M or 3% stake plus 67% solicitation requirement

Filed July 6, 2026 · Period ending July 2, 2026 · ~1 min read

Key Changes

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  Shareholders must now hold $1M in market value or 3% of voting shares (vs. SEC's $25K/1% standard) for six months to submit proposals, including Rule 14a-8 proposals.

  Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
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  New 67% solicitation requirement mandates proponents solicit holders of at least two-thirds of voting power before a proposal can be considered—an unusually high procedural hurdle.

  Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
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  Amendments elect Dell into Section 21.373 of Texas Business Organizations Code, effective July 2, 2026, fundamentally altering the company's governance framework.

  Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →