On May 8, 2025, the U.S. Securities and Exchange Commission (SEC) issued a No-Action Letter allowing Dell Technologies to exclude a shareholder proposal submitted by the National Center for Public Policy Research (NCPPR) at its upcoming 2025 annual meeting.
The proposal requested the board to assess the feasibility and risks of incorporating Bitcoin into the company’s financial reserves.
According to SEC documents, on February 8, 2025, NCPPR submitted a shareholder proposal to Dell under Rule 14a-8 of the Securities Exchange Act of 1934. The proposal requested:
“Shareholders request the board to issue a report assessing whether including Bitcoin in the company’s financial reserves is in the best interest of shareholders, and to consider it as a potential capital allocation option.”
Dell submitted a No-Action Request to the SEC on March 22, 2025, arguing that the proposal could be excluded based on Section 14a-8(i)(7) as “related to the company’s ordinary business operations.” Dell pointed out that capital allocation decisions (such as cash or reserve asset allocation) fall within the scope of its ordinary business judgment and should be the responsibility of the company’s senior management rather than being intervened by shareholders through resolutions.
The SEC responded in its opinion letter as follows:
“Based on the information we reviewed, we believe that Dell may exclude the proposal under Section 14a-8(i)(7) (related to the company’s ordinary business operations). In light of this position, we will not take enforcement action against Dell for excluding the proposal.”