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What the DELL? Voting Change Would Seal the Deal for Founder’s Bid


In another surprising turn of events in the battle to buy out Dell (DELL), the previously rescheduled shareholder meeting set to take place at 5pm today was delayed again. This after founder Michael Dell and Silver Lake upped their buyout bid from $13.65 to $13.75 a share and are trying to change the voting rules moving forward.

“Ignore the 10-cents, the 0.7% increase, that is not the news here, that is not the important thing,” says Aaron Pressman, technology reporter at Yahoo! Finance, in the attached video. “Below the surface, Michael Dell wants to change the rules of how the votes are counted in a way that would make a major difference and really probably shift it to an automatic win for him.”

As it stands now, shareholders that abstain from voting are counted as “nos” –meaning they’re against the buyout proposal. Michael Dell is instead trying to eliminate abstentions from the vote count.

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“It was about 20-percent of the vote that didn’t vote last time, and those are people with ordinary, small amounts of shares in different brokerage accounts. The proxy advisory firm that was helping [Dell] actually started calling around to individuals to press them to vote their shares [because] it was so bad last week,” Pressman explains. “So changing the rules like this, they’re definitely going to move themselves towards victory.”

Mr. Dell is laying it on thick, seeking an answer on the proxy change by this evening.

Meanwhile, we’ve all been waiting to hear from outspoken activist Carl Icahn, the second-largest shareholder with an 8.7% stake in Dell. Icahn, whose opposing bid for Dell would keep some of the company public, hasn’t made an official statement, but offered the following tweet this morning:

“I think the opponent’s only chance now is to beat the drum on how unfair this is, and even that I don’t think is going to go too far. We saw last week a lot of the big institutions switch their vote to ‘yes’ at the last minute," says Pressman. "How much more can you beat out of this stone?”

The Dell shareholder vote is scheduled for August 2nd, for now. Stay tuned.

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