The Proposal and Its Origins
The proposal, submitted in January 2025 by the National Center for Public Policy Research (NCPPR), urged Dell’s board to assess whether adding Bitcoin to its balance sheet would benefit shareholders. NCPPR, known for similar initiatives at companies like Meta, Amazon, McDonald’s, and Microsoft, cited several factors. These included Dell’s early experimentation with crypto payments, rising inflation concerns, and growing institutional interest, such as BlackRock’s recent endorsement of a 2% Bitcoin allocation .
Dell’s Rejection: Management Autonomy at the Core
Dell’s response, detailed in a letter from its legal team at Hogan Lovells and dated May 9, 2025, emphasized that decisions about cash management and investment strategies are inherently complex. The company argued that such proposals risk micromanaging by enforcing specific financial outcomes, like Bitcoin investment, which could constrain management’s discretion. Dell highlighted that strategic investment decisions should remain with the management team and board, not shareholders, to ensure flexibility and informed decision-making .
This stance underscores a broader principle of corporate governance: autonomy in managing assets. Dell’s position is that proposals on intricate financial matters could hinder shareholders’ ability to make well-informed judgments, potentially leading to improper micro-management.
SEC’s Support: Ordinary Business Operations
The SEC, in a letter dated May 9, 2025, granted Dell permission to exclude the proposal from its 2025 proxy materials, aligning with the company’s view. The agency stated that the proposal concerns “ordinary business operations,” reinforcing that such decisions fall under management’s authority. This decision means the SEC would not recommend enforcement action if Dell omitted the proposal, providing legal backing for the tech giant’s stance
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This support is consistent with recent trends, as seen with McDonald’s, where the SEC also allowed the exclusion of a similar Bitcoin proposal. However, it contrasts with Microsoft, where a comparable proposal was voted on in the 2024 annual meeting but ultimately rejected by shareholders, highlighting varied corporate responses to such initiatives .
Additional Context: CEO Engagement and Industry Trends
Interestingly, Dell’s CEO, Michael Dell, has previously engaged with Bitcoin-related content, sparking speculation. Last year, he shared a Bitcoin-related meme on X (featuring Cookie Monster) and interacted with Michael Saylor on the topic of scarcity creating value, which may have fueled NCPPR’s proposal. Despite this, Dell’s official position remains focused on management autonomy, reflecting a cautious approach to crypto adoption .
The broader landscape shows a divide. While institutional interest in Bitcoin grows, with firms like BlackRock advocating allocations, corporate treasuries remain hesitant. This case, alongside others like McDonald’s and Microsoft, illustrates the ongoing tension between shareholder activism and corporate strategy in the crypto era.