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- 3% Ownership Threshold For Derivative Suits (new) — The new Texas charter significantly restricts minority shareholders' ability to hold management accountable through derivative litigation, requiring 3% ownership versus Delaware's any-shareholder standard.
Dell completes redomestication from Delaware to Texas, imposing 3% threshold for derivative suits
Filed July 1, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
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high
Dell converted from Delaware to Texas corporation effective July 1, 2026, following 96.9% shareholder approval (3.36B for vs. 108M against). Each share converted one-for-one with no action required from holders.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
high
New Texas charter requires shareholders to own at least 3% of outstanding shares to bring derivative lawsuits against directors or officers, substantially raising the bar compared to Delaware law which allows any shareholder to sue.
Item 8.01 — Other Events verify on EDGAR → -
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All eight director nominees elected with 88.9%–99.7% support. Multi-class structure gives Class A and B shares (10 votes each) significantly more influence than Class C shares (1 vote each).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay approved with 96.9% support (3.36B for vs. 107M against). PwC ratified as auditor with 99.5% approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Dell Technologies completed its redomestication from Delaware to Texas on July 1, 2026, after shareholders approved the move with 96.9% support. The conversion was automatic—each share of Class A, B, and C common stock converted one-for-one into equivalent Texas shares with no certificate exchange required. While the redomestication itself is procedural, it carries a material governance change: Dell's new Texas charter imposes a 3% ownership threshold for shareholders to bring derivative lawsuits against directors or officers, a substantial increase from Delaware law which allows any shareholder to sue on behalf of the company.
This higher threshold makes it significantly harder for smaller shareholders to pursue legal action against management for alleged breaches of fiduciary duty or other misconduct. For a company with 650 million shares outstanding, the 3% requirement means a shareholder would need to hold roughly 19.5 million shares to have standing—a barrier that effectively limits derivative litigation to large institutional investors. Retail holders should understand this represents a meaningful reduction in their ability to hold management accountable through the courts, even as the company's day-to-day operations and share structure remain unchanged.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 26, 2026, the Company filed (i) a certificate of conversion, together with the Certificate of Formation, with the Secretary of State of the State of Texas and (ii) a certificate of conversion with the Secretary of State of the State of Delaware. Pursuant to these filings, the Redomestication approved by the Company’s stockholders at the 2026 annual meeting described in Item 5.07 became effective on July 1, 2026, at 12:01 a.m. Central Time
Dell Technologies converted from a Delaware corporation to a Texas corporation effective July 1, 2026. The company's internal affairs are now governed by Texas law instead of Delaware law. Each share of Class A, B, and C common stock automatically converted on a one-for-one basis into equivalent Texas shares, with no change to stockholders' holdings or the need to exchange certificates.
Added in current filing · verify on EDGAR →
The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved the redomestication of the Company from Delaware to Texas by conversion, based on the following numbers of votes: ForAgainstAbstentionsBroker Non-Votes 3,358,114,482107,690,0291,187,82056,296,513
Shareholders approved the redomestication with 96.9% of votes cast in favor (3,358,114,482 for vs. 107,690,029 against). With 649,568,287 shares outstanding and entitled to vote, the approval represented 51.7% support from the total shareholder base. The Class A and Class B shares (which carry 10 votes per share) approved unanimously with 100% support.
Added in current filing · verify on EDGAR →
As of the record date for the 2026 annual meeting, an aggregate of 649,568,287 shares of the Company’s common stock were outstanding and entitled to vote at the meeting, of which 276,744,341 were shares of Class A common stock, 47,789,758 were shares of Class B common stock and 325,034,188 were shares of Class C common stock. Each share of Class A common stock and each share of Class B common stock is entitled to ten votes per share. Each share of Class C common stock is entitled to one vote per share.
All eight director nominees were elected. The seven Group I directors received between 98.2% and 99.7% of votes cast (ranging from 3,361,912,443 to 3,464,253,751 votes for, with 2,738,580 to 105,079,888 withheld). The Group IV director received 88.9% support (197,050,115 for vs. 24,794,868 withheld). The multi-class voting structure gives Class A and B shares (10 votes each) significantly more influence than Class C shares (1 vote each).
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, approved, by a non-binding, advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2026 proxy statement, based on the following numbers of votes: ForAgainstAbstentionsBroker Non-Votes 3,359,870,372106,600,872521,08756,296,513
Executive compensation received 96.9% approval from votes cast (3,359,870,372 for vs. 106,600,872 against), representing 51.7% support from total shares outstanding. The strong approval indicates shareholder satisfaction with executive pay practices.
Added in current filing · verify on EDGAR →
The holders of the outstanding shares of all outstanding series of the Company’s common stock, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending January 29, 2027, based on the following numbers of votes: ForAgainstAbstentions 3,503,964,90519,008,278315,661
PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal 2027 with 99.5% approval (3,503,964,905 for vs. 19,008,278 against), representing 53.9% of total shares outstanding. This is a routine, overwhelmingly supported outcome.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Following the change in the jurisdiction of incorporation of Dell Technologies Inc. (the “Company”) from Delaware to Texas effective July 1, 2026 pursuant to conversion as described in Item 8.01 (the “Redomestication”), the rights of shareholders of the Company as a Texas corporation (the “Texas Corporation”) differ in certain respects from the rights of stockholders of the Company as a Delaware corporation (the “Delaware Corporation”) before the Redomestication.
Dell Technologies completed its redomestication from Delaware to Texas effective July 1, 2026. The company converted its legal domicile through a statutory conversion process, changing from a Delaware corporation to a Texas corporation. This change alters certain shareholder rights under Texas law compared to Delaware law.
Added in current filing · verify on EDGAR →
the Texas Corporation has elected in Article XVI of its certificate of formation adopted under Texas law (the “Certificate of Formation”) to be governed by provisions of the Texas Business Organizations Code (the “TBOC”) providing that no shareholder or group of shareholders may institute or maintain a derivative proceeding brought on behalf of the Company against any director or officer of the Company in the director’s or officer’s official capacity unless, at the time the proceeding is instituted, such shareholder or group of shareholders beneficially owns at least 3% of the total outstanding shares of the Company.
Under the new Texas certificate of formation, Dell has adopted a provision requiring shareholders to own at least 3% of outstanding shares to bring derivative lawsuits against directors or officers. This represents a significant increase in the ownership threshold compared to Delaware law, which generally allows any shareholder to bring derivative suits. The change makes it substantially harder for smaller shareholders to pursue legal action on behalf of the company against management.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Dell Technologies disclosed a material modification to security holder rights, but the filing body is incomplete or truncated.
Added in current filing · verify on EDGAR →
Item 3.03 Material Modification to Rights of Security Holders. The information set forth in
Dell Technologies filed an 8-K under Item 3.03, which requires disclosure of material modifications to the rights of security holders. The filing body appears incomplete or truncated, preventing full assessment of the modification's nature and impact. Item 3.03 typically covers changes to charter documents, bylaws, or other instruments that materially alter shareholder rights such as voting, dividend, liquidation, or redemption rights.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify