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

• 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 →
• medium

  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 →