Sector: Information Technology
DELL TECHNOLOGIES INC CLASS C · Meeting: June 25, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of the seven nominees for Group I director and the nominee for Group IV director as specified in this proxy statement
Michael Dell is the founder and CEO of Dell Technologies with a 3-year price return of 471.1%, which is an extraordinarily strong absolute result — the TSR trigger does not fire because shareholders have received exceptional returns during his tenure, and his compensation as CEO is only $3,092,256, well below benchmark for a company of this size.
Dorman has served since 2016 and brings deep management, finance, and telecom experience; Dell's 3-year price return of 471.1% is strongly positive and far exceeds any peer underperformance threshold, so no TSR trigger fires; no overboarding, attendance, or independence concerns are present.
Durban has served since 2013 and brings technology investment expertise as Co-CEO of Silver Lake; Dell's 3-year price return of 471.1% is exceptional and no TSR underperformance trigger fires; he holds two current public company board seats (TKO Group and Unity Software) plus Dell, which is within the overboarding limit.
Grain joined in September 2021 and brings financial services, private equity, and telecommunications expertise; Dell's 3-year price return of 471.1% far exceeds any peer underperformance threshold so no TSR trigger fires; he serves on the Audit Committee and is designated independent by the board.
Green has served since 2016, chairs the Audit Committee, and is designated the audit committee financial expert with deep management consulting and technology industry experience; Dell's 471.1% 3-year return means no TSR underperformance trigger fires.
Kullman serves as Lead Independent Director and has extensive CEO-level experience at DuPont and Carbon; Dell's 471.1% 3-year return means no TSR trigger fires; her board seats at Amgen and Goldman Sachs plus Dell and Carbon total four public company seats, which is within the overboarding limit.
Mollenkopf joined in September 2023 (less than 24 months ago as of the May 2026 proxy), making him exempt from the TSR trigger under the new-director exemption; he brings deep technology and semiconductor industry expertise as former CEO of Qualcomm.
Vojvodich Radakovich has served since April 2019 as the Group IV director elected by Class C shareholders, chairs the Compensation Committee, and brings marketing, software, and enterprise technology expertise; Dell's 471.1% 3-year return means no TSR underperformance trigger fires.
All eight director nominees receive a FOR vote. Dell's 3-year price return of 471.1% is exceptional and far exceeds any peer underperformance threshold under the policy, so the TSR trigger does not fire for any director. Mollenkopf joined in September 2023 and is also exempt from the TSR trigger as a director within his first 24 months. No overboarding, attendance below 75%, or independence concerns are identified for any nominee.
CEO
Michael S. Dell
Total Comp
$3,092,256
Prior Support
N/A
Michael Dell's total compensation of $3,092,256 is exceptionally modest for the CEO of a $157 billion technology company — this is well below any reasonable benchmark for a large-cap Information Technology CEO and raises no pay-level concern whatsoever. Dell's stock has returned 471.1% over three years and 433.3% over five years, representing extraordinary value creation for shareholders, so there is no pay-for-performance misalignment concern. The compensation structure emphasizes the founder-owner model where Mr. Dell's wealth is primarily tied to his equity stake rather than executive pay, and the broader named executive officer program appears to emphasize long-term equity-based compensation consistent with policy requirements.
Auditor
PricewaterhouseCoopers LLP
Tenure
40 yrs
Audit Fees
$28,300,000
Non-Audit Fees
$3,700,000
PwC has served as Dell's auditor since 1986 — approximately 40 years — which far exceeds the 25-year tenure threshold in our policy. On the fee ratio test, non-audit fees (tax fees of $1.2M plus all other fees of $2.5M = $3.7M) represent about 13% of audit fees of $28.3M, which is well within the 50% limit and raises no independence concern. However, the 40-year tenure alone is sufficient to trigger a AGAINST vote under policy, and the proxy does not provide a specific and compelling rationale for continued engagement beyond standard continuity language.
1 proposal submitted by shareholders
Proposal 4
This is a board-proposed charter amendment (Proposal 4), so it is evaluated under the charter amendment framework — the key question is whether the move improves or worsens governance relative to the current baseline. While the company's physical and operational home is Texas and redomestication has some legitimate business rationale, the proposed Texas governing documents introduce several provisions that meaningfully reduce shareholder protections compared to current Delaware law: (1) a new 3% ownership threshold to bring derivative lawsuits, which limits the ability of most ordinary shareholders to hold directors and management accountable for misconduct; and (2) a new requirement that any shareholder submitting a proposal must hold $1 million or 3% of shares and solicit 67% of voting power, which is an unusually high bar that would block most retail and small institutional investors from submitting proposals. For a controlled company where Michael Dell holds majority voting power and minority Class C shareholders already have limited influence, these additional restrictions on shareholder rights create a meaningful governance regression that outweighs the stated benefits of aligning legal and operational jurisdiction.
Dell's 2026 annual meeting presents four proposals: all eight director nominees receive FOR votes given exceptional 3-year stock returns of 471%; Say on Pay receives a FOR given Michael Dell's extremely modest $3.1M compensation and outstanding shareholder returns; PwC auditor ratification receives an AGAINST due to a 40-year tenure far exceeding the 25-year policy threshold; and the redomestication from Delaware to Texas receives an AGAINST because the proposed Texas governing documents introduce new restrictions on derivative lawsuits and shareholder proposals that represent a meaningful reduction in shareholder rights, particularly concerning for a controlled company where minority Class C shareholders already have limited power.
