Dell Sets June 25 Vote on Texas Move, Adopting 3% Derivative-Suit Threshold
Updated
Updated · Bloomberg Law · Jun 26
Dell Sets June 25 Vote on Texas Move, Adopting 3% Derivative-Suit Threshold
3 articles · Updated · Bloomberg Law · Jun 26
Summary
June 25 is the date Dell shareholders will vote on shifting the company’s incorporation from Delaware to Texas under a package of specific governance elections.
Dell’s proxy says the move is meant to strengthen director and officer protections and transactional certainty, while changing the procedural rules for future governance disputes.
A proposed Texas charter would impose a 3% ownership threshold for derivative suits, and the board plans a bylaw election on shareholder proposals alongside jury-waiver, forum-selection and officer-exculpation provisions.
Dell ties those choices to its 2018 Class V litigation, which ended with $1 billion paid to stockholders, including $266.7 million in attorneys’ fees.
The filing also contrasts Dell with Exxon, whose shareholders backed a Texas move with 71.2% support after Exxon avoided adopting elective provisions seen as reducing shareholder rights.