Dell Board Unanimously Backs Redomiciliation To Texas As Delaware Exodus Accelerates
Dell Technologies' Board of Directors unanimously approved a proposal to move the company's state of incorporation from Delaware to Texas. This adds to the growing trend of redomiciliation, with companies such as Tesla, SpaceX, Neuralink, Coinbase, Affirm, TripAdvisor, eXp World Holdings, and others moving from Delaware to business-friendly states.
Shareholders will vote on the redomiciliation at Dell's upcoming 2026 annual meeting on June 25. "The proposed redomestication would align Dell Technologies' state of incorporation with its roots and long-standing center of operations," the company wrote in a press release.
Dell said the move would align its legal home with its corporate origin story: Michael Dell founded the company in Austin in 1984, and today Dell's headquarters, CEO, and largest concentration of U.S. employees are all based in Texas.
"From my dorm room at the University of Texas in 1984 to our headquarters today in Round Rock, Texas, has given Dell what every great company needs to grow — extraordinary talent, world-class research universities, and a business environment that lets us build for the long term," said Dell CEO Michael Dell. "Texas is where Dell has innovated, expanded, and invested for more than four decades, and bringing our legal home to Texas reflects what we've been building here all along."
If shareholders approve the move, the company plans to opt into Texas provisions that would require investors to own at least 3% of shares or $1 million of stock, whichever is lower, to submit shareholder proposals.
A separate Texas rule would require shareholders to hold a 3% ownership stake to bring derivative lawsuits against management.
The exodus from Delaware all began when a left-wing Delaware judge challenged Elon Musk over his Tesla compensation package.
Delaware Court of Chancery's January 2024 decision voiding Musk's roughly $56 billion 2018 pay package, after a shareholder lawsuit argued Tesla's board process was flawed and too controlled by Musk.
After that ruling, Musk publicly urged Tesla to reincorporate in Texas and asked shareholders to approve the move.
This is what followed next:
Lefty activism in courts is bad for business. FAFO.
