Dell Shareholders Approve Board at Symbolic Last Meeting

Dell Inc. shareholders approved executives’ pay and slate of directors at the computer maker’s final meeting as a public company before it becomes a private enterprise later this month.

Since Dell is being purchased in a $24.9 billion leveraged buyout by Chief Executive Officer Michael Dell and Silver Lake Management LLC, today’s meeting at the Round Rock, Texas, headquarters was largely symbolic. The deal is scheduled to close before Nov. 1, the end of Dell’s fiscal third quarter.

When the buyout group sweetened its offer in August to acquire Dell, it arranged to hold a separate meeting to elect directors in an effort to thwart Carl Icahn’s opposition to the deal. The financier had sought to have a vote on the buyout and the annual meeting on the same day, to force a proxy fight.

“The directors’ terms are up and you’ve got to have someone running it until the deal closes,” said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. “You want to make sure the board has authority through the close.”

The annual meeting, at which shareholders also approved PricewaterhouseCoopers LLC as Dell’s auditor this year, marks one of the final steps in a protracted takeover fight that spanned most of the year.

After Dell and Silver Lake announced their intention to buy the company in February, private-equity firm Blackstone Group LP explored an acquisition of the computer maker before withdrawing in April. Icahn and his partner, Southeastern Asset Management Inc., made a series of alternate proposals to investors, seeking to upend the original deal before bowing out earlier this month.

Michael Dell clinched the deal on Aug. 2 to buy back the company he founded in 1984, when he offered more money in exchange for more lenient voting rules. Shareholders ratified the deal Sept. 12, clearing the way for the buyers to move forward with their plan to turn Dell into a bigger supplier of hardware and software for corporate data centers, as well as mobile technology, from a company largely dependent on personal computers.

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