Proxy advisory firm Institutional Shareholder Services (ISS) recommended Dell Technologies investors vote against moving the company's legal home from Delaware to Texas.
ISS warned the move would restrict shareholders from filing derivative lawsuits against directors and officers. This change could reduce overall board accountability.
Dell’s board unanimously supported the reincorporation in May. The board aims to align the legal domicile with its operational headquarters in Texas.
Shareholders will vote on the proposal at the upcoming annual meeting. Large institutional investors frequently follow ISS guidance on governance matters.