Michael Dell Worries Shareholders

Dell Inc.'s shareholders issued a stern, and unusual, rebuke to Michael Dell, the computer maker's chairman and chief executive, as some 27 percent withheld support for his re-election to the company's board of directors at its annual meeting on August 12, according to a report in the New York Times and an 8-K filing with the Securities and Exchange Commission (SEC) submitted on August 17.

While Michael Dell was re-elected to the board with more than 1.13 million votes, the company's shareholders withheld about 378 of the 1.5 million total votes, and he received the lowest affirming vote total of all the nominees, according to the 8-K filing.

Holders of 1.96 billion shares of outstanding common stock were eligible to vote in the proceeding, documents show.

SEC documents indicated that shareholders withheld 24 percent of votes for Thomas Luce, 17 percent from William Gray, 18 percent from Donald Carty and 17 percent from Sam Nunn, all of whom were elected to the board.

Last month, Dell paid $100 million to settle a dispute with the SEC over its failure to accurately account for substantial payments made to the company by Intel Corp. from 2002 - 2006 for exclusively using the chip maker's products in its machines.

As part of that settlement, while not admitting complicity or guilt, Michael Dell agreed to pay a $4 million fine.

At the time, Nunn, as presiding director of Dell's board, issued a statement supporting Michael Dell and the settlement, saying it was in the "best interests of the company, its customers and its shareholders."



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