Dell Technologies (DELL) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, and will be held virtually, allowing shareholders to vote and ask questions online.

• 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 via buybacks and dividends.

• The company emphasizes its strong position to capitalize on AI opportunities and maintain leadership across business segments.

Voting matters and shareholder proposals

• Proposal 1: Election of seven Group I directors and one Group IV director, with board recommendation to vote for all nominees.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending January 29, 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, with board recommendation to vote for.

• Shareholders will also consider any other business that may properly come before the meeting.

Board of directors and corporate governance

• The board consists of eight members: seven Group I directors and one Group IV director, with a majority being independent.

• Director qualifications emphasize leadership, financial literacy, technology industry experience, international experience, risk management, and emerging technologies.

• The board voluntarily complies with NYSE requirements for independent committees and has implemented governance enhancements, including a Lead Independent Director and independent committee chairs.

• Stockholder agreements grant MD and SLP stockholders nomination rights and obligations to support director nominees.