Not independent
Tenure on this board
12.6 yrs
8 nominees · 4 ballot items.
Election of seven Group I directors and one Group IV director; Ratification of PwC as independent auditors; Advisory Say-on-Pay approval of named executive officer compensation; Approval to redomesticate Dell Technologies Inc. from Delaware to Texas by conversion.
Election of seven Group I director nominees by all series of common stock and one Group IV director nominee by Class C stock.
Ratify the appointment of PricewaterhouseCoopers LLP as Dell’s independent registered public accounting firm for Fiscal 2027.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The Board requests an advisory approval under Section 14A of the Exchange Act of the named executive officer compensation disclosed in the proxy statement. This non-binding Say-on-Pay vote enables shareholders to express their views on executive pay; the Compensation Committee will consider the advisory vote outcome in designing future compensation. Management’s rationale emphasizes a pay-for-performance structure with multi-year performance-based equity awards and rigorous governance processes including independent compensation consultant engagement and recoupment policies. The proposal asks shareholders to approve detailed disclosures (CD&A and tables) rather than specific compensation arrangements; its advisory nature means the Board retains discretion. A 'For' vote supports management’s view that compensation aligns with long-term shareholder value through metrics like non-GAAP revenue, operating income and rTSR, and endorses retention and performance incentives for the executive team.
Approve changing the Company’s jurisdiction of incorporation from Delaware to Texas pursuant to a plan of conversion, adopting Texas charter and bylaws and related documents.
The Redomestication proposal asks shareholders to allow Dell Technologies to change its state of incorporation from Delaware to Texas by converting the company into a Texas corporation and adopting new Texas charter and bylaws. Management (based on a six‑meeting Evaluation Committee process supported by outside counsel and advisors) argues that Texas better aligns the company’s legal domicile with its operational headquarters, offers a codified business judgment presumption under recent TBOC amendments, provides statutory director-and-officer protections, and creates a Texas Business Court forum and mechanisms that the board believes can reduce opportunistic derivative and stockholder litigation and enhance management’s ability to execute strategy. The company also commits to conform the Texas charter and bylaws substantively to the existing Delaware documents where possible and highlights that equity awards, listing status and day‑to‑day operations would not change. Countervailing issues identified by management include loss of Delaware’s deep case law and precedents, differences in stockholder rights (including potential 3% thresholds for derivative suits and higher thresholds for stockholder proposals under Texas law if elected), possible litigation challenging the redomestication, and certain uncertainties because Texas case law is less developed. The board recommends a “FOR” vote and contends the benefits outweigh the risks; approval requires a majority vote of shares present and entitled to vote as a class and separate majorities of Class A and Class B stock.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 4.39% | 28,321,551 | $3.6B |
| 2 | STATE STREET CORP | 2.28% | 14,715,998 | $1.9B |
| 3 | BlackRock, Inc. | 1.40% | 9,028,631 | $1.1B |
| 4 | MORGAN STANLEY | 1.30% | 8,368,922 | $1.1B |
| 5 | BANK OF AMERICA CORP /DE/ | 1.24% | 7,982,210 | $1.0B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.02% | 6,564,988 | $825M |
| 7 | BlackRock, Inc. | 1.00% | 6,460,564 | $813M |
| 8 | NORGES BANK | 0.75% | 4,824,824 | $607M |
| 9 | Invesco Ltd. | 0.58% | 3,749,554 | $472M |
| 10 | Boston Partners | 0.56% | 3,638,768 | $457M |
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