Dell Technologies (DELL) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on June 25, 2026, with shareholders able to vote online or by proxy.

• Key proposals include director elections, auditor ratification, a say-on-pay vote, and approval of redomestication from Delaware to Texas.

• Fiscal 2026 financial highlights: $113.5B net revenue, $8.1B operating income, $8.68 diluted EPS, and $7.5B returned to shareholders.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of seven Group I directors and one Group IV director.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2027.

• Proposal 3: Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal 4: Approval of redomestication from Delaware to Texas by conversion.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members: seven Group I directors and one Group IV director.

• Six of eight directors are independent under NYSE rules.

• Lead Independent Director role established; Ellen J. Kullman currently serves in this capacity.

• Board committees: Audit, Compensation, and Nominating and Governance, all composed entirely of independent directors.

• Annual board self-evaluation and succession planning processes in place.

• Multi-class share structure provides stability and supports long-term strategy.