by Marianella Vanci May 13, 2025 Reading time: 4 minutes
The American multinational technology company rejected a shareholder proposal to include BTC in its treasury.
The firm argued that the proposal would limit its flexibility, focusing on risk management.
The agency stated that the bitcoin proposal is an ordinary business operation.
The American technology giant Dell rejected a shareholder proposal seeking to incorporate bitcoin (BTC) into its treasury strategy, in a decision that was backed by the U.S. Securities and Exchange Commission (SEC).
The proposal, submitted by the National Center for Public Policy Research (NCPPR) on February 25, requested that Dell's board evaluate whether adding bitcoin to its balance sheet would be beneficial for shareholders, arguing that it could protect against inflation and align with the growing institutional backing of digital currency.
In a letter sent to the SEC, Dell's legal team, represented by the firm Hogan Lovells, argued that decisions regarding cash management and investments are exclusive responsibilities of management, not shareholders.
The company argued that the proposal represented an attempt at 'micromanagement' that would limit its strategic flexibility and complicate complex financial judgments. Then, the SEC, in a response dated May 9, agreed with Dell, stating that the proposal pertains to 'ordinary business operations' and would not recommend coercive actions if Dell omitted it from its proxy materials for this year's annual shareholder meeting.
The NCPPR, a think tank based in Washington, highlighted the current institutional interest in bitcoin, including a recommendation from BlackRock to allocate exposure of up to 2% in BTC.
It also noted Dell's history with digital assets, such as comments from its CEO, Michael Dell, in 2024, when he tweeted about scarcity as a source of value, as often highlighted by the bitcoin community. However, Dell argued that decisions such as cash allocation, payment of quarterly dividends, and stock buybacks require multifaceted analysis that management is better positioned to conduct.
Dell appeals for caution amid the bitcoin race
Dell's decision reflects a cautious stance toward the adoption of digital assets in the corporate realm, in contrast to companies like MicroStrategy, Twenty One, and more recently, Nakamoto Holding, which are ready to join the great race of accumulation for BTC in their treasury.
The NCPPR has presented similar proposals to other companies, such as Meta, Amazon, and Microsoft, with varied results. Dell's rejection of the proposal underscores a preference for traditional financial strategies, prioritizing risk management over volatile assets like bitcoin.
Interestingly, the SEC's backing of Dell's exclusion of the proposal is unexpected given the profile of the agency's new chairman, Paul Atkins, confirmed by the Senate on April 9, 2025, after being nominated by Donald Trump. Atkins, a former SEC commissioner (2002-2008) and founder of Patomak Global Partners, is known for his support of digital assets, having represented the Token Alliance (2017-2024).
That the SEC, under its leadership, supported Dell's decision to reject bitcoin suggests a pragmatic approach, prioritizing corporate autonomy over an immediate adoption of cryptoassets, which could spark debates about the regulatory direction of digital currencies in the United States.
