US technology giant Dell has rejected a shareholder proposal seeking to incorporate bitcoin (BTC) into its treasury strategy, in a decision backed by the US 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 to shareholders, arguing that it could protect against inflation and align with growing institutional support for the digital currency.

In a letter to the SEC, Dell's legal team, represented by Hogan Lovells, argued that decisions about cash management and investments are the sole responsibility 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. The SEC then agreed with Dell in a response dated May 9, stating that the proposal pertains to “ordinary business operations” and that it would not recommend enforcement action if Dell omitted it from its proxy materials for this year’s annual shareholder meeting.  

The NCPPR, a Washington-based think tank, highlighted the current institutional interest in Bitcoin, including a recommendation from BlackRock to allocate up to 2% exposure to BTC. He also pointed to Dell's history with digital assets, such as CEO Michael Dell's comments in 2024 when he tweeted about scarcity as a source of value, as often highlighted by the Bitcoin community. However, Dell argued that decisions like cash allocation, quarterly dividend payments, and share buybacks require multifaceted analysis that management is better positioned to perform.

Dell urges caution amid the Bitcoin race

Dell's decision reflects a cautious stance toward the adoption of digital assets in the corporate world, in contrast to companies like MicroStrategy, Twenty One, and, most recently, Nakamoto Holding, which are poised to join the great race to accumulate BTC in their treasuries.

The NCPPR has submitted similar proposals to other companies, including Meta, Amazon, and Microsoft, with mixed results. Dell's exclusion from the proposal underscores a preference for traditional financial strategies, prioritizing risk management over volatile assets like Bitcoin.

Interestingly, the SEC's support for the exclusion of Dell's proposal is unexpected given the profile of the agency's new chairman, Paul Atkins, who was 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 his leadership, has supported Dell's decision to reject Bitcoin suggests a pragmatic approach, prioritizing corporate autonomy over immediate adoption of crypto assets, which could spark debate about the regulatory direction of digital currencies in the United States.

It's also noteworthy that Dell has had an open stance in favor of Bitcoin, being one of the first major companies globally to accept the digital currency as payment for its products on its website. In fact, in 2015, a company spokesperson stated that Dell described its experience with Bitcoin as “successful.” Based on the positive nature of these opinions, it was easy to infer that the American company would have wanted to be one of the first to have a BTC reserve.