Dell Technologies (DELL) Proxy filing summary

Executive summary

• Board unanimously recommends redomestication from Delaware to Texas, aligning legal home with operational headquarters and historical roots.

• Independent committee of disinterested directors, advised by independent counsel, led the evaluation and found the move in the best interests of stockholders.

• Redomestication will not affect business operations, management, strategy, assets, or employee locations.

• If approved at the June 25, 2026 Annual Meeting, the change becomes effective on or about July 1, 2026.

• Texas offers a pro-business environment, regulatory certainty, and a sophisticated business court system.

Voting matters and shareholder proposals

• Stockholders will vote on the redomestication proposal at the 2026 Annual Meeting.

• Principal stockholders, including Michael Dell and Silver Lake, have the ability to ensure approval.

• Proxy materials provide a side-by-side comparison of stockholder rights under Delaware and Texas law.

Board of directors and corporate governance

• Evaluation Committee comprised of two independent, disinterested directors was appointed to assess the redomestication.

• The Board remains committed to acting in the best interests of stockholders.