Shareholders will vote on the proposal in July, CBS reported Friday.
Michael Dell, along with equity firm Silver Lake Partners, offered $24.4 billion for the company, saying it would be easier to orchestrate a turnaround if it were taken private.
The computer company has been a major success story, but has had trouble keeping up with technology advances, which now favor mobile devices.
After Dell submitted his proposal, billionaire investor Carl Icahn submitted a counteroffer, complaining that Dell had undervalued the company.
Icahn, along with Southeastern Asset Management, proposed an offer that would keep the company public and pay out $12 per share to shareholders.
The board, however, said that proposal, known as a leveraged recapitalization, would shift risks back to shareholders.