Dell AGM Vote Breakdown
Under a hypothetical 'unaffiliated' vote, the Lead Ind. Director, the Say-on-Pay proposal, and the Redomestication proposal would have all failed to receive majority support
DELL 0.00%↑ AGM results were filed today. Here's a quick breakdown of the class share dynamic using the company's latest 10Q, cross-referenced with the beneficial ownership table via the proxy (note: Class A and B shares carry 10-1 voting rights):
Class A: 276,724,977 shares, or 2,767,249,770 votes
Class B: 47,789,758 shares, or 477,897,580 votes
Note: these are voted in line with management recommendations provided a stockholder agreement between Silver Lake and Dell
Class C: 276,744,341 shares = the same number of votes
. . . of which Michael Dell owns 18,840,608, with all directors—including Dell—owning a total of 23,108,352 shares;
therefore, just 253,635,989 Class C shares are unaffiliated
Overall: 92.8% of outstanding votes (across all classes) are affiliated
Presupposing all Class A and B votes (including affiliated Class C votes) were cast in favor of management recommendations—and then backing those votes out from the final tabulation—the following is the hypothetical ‘unaffiliated’ vote support for notable items:
Directors:
Michael Dell: 68.3% support
Ellen Kullman (LID, NomGov Chair): 47.1% support
Say-on-Pay: 46.1%
Redomestication from DE to TX: 45.2%
Note that Michael Dell disclosed on LinkedIn the following vote result for the redomestication proposal
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