Activist investor Carl Icahn urged special committee of Dell Inc. (NASDAQ:DELL)’s board not to change a key rule in Friday’s shareholder vote.

Carl Icahn

Billionaire investor contested Michael Dell’s proposal to modify the rules that non-votes would no longer be counted as no vote that oppose the transaction.

Michael Dell’s revised offer

Earlier, Dell Inc. (NASDAQ:DELL) postponed a shareholder meeting scheduled for July 18 to July 24 to vote on Michael Dell’s $24.4 billion buyout plan, with an eye on soliciting more proxy votes.

Last week, Michael Dell along with his partner Silver Lake raised their buyout offer by 10 cents to $13.75 per share to take Dell Inc. private. Consequent to this, Dell Inc postponed the meeting further to August 2.

In their letter, Michael Dell and his partner wrote to Dell’s board: “There is simply no rational basis for shares that are not voted to count as votes against the merger agreement for purposes of the unaffiliated stockholder vote. If a majority of the shares held by unaffiliated stockholders who vote are voted in favor of the merger agreement, it would be unfair to deny these stockholders the merger consideration they wish to accept solely because shares not voting are counted as votes against the transaction.”

Carl Icahn’s contention

The special committee of Dell Inc. (NASDAQ:DELL)’s board had earlier outlined that Michael Dell needed to get the approval of the majority of all outstanding shares other than his own.

In his recent letter to Dell’s special committee, Carl Icahn indicated Michael Dell and his partner have been unable to achieve the required stockholder approval and have now offered to pay a dime for a new method of voting designed to prevent stockholders from passively dissenting on the proposed merger. He called Michael Dell’s new move as a cynical attempt to circumvent process.

Nathan Vardi of Forbes feels without the vote change, it seems increasingly unlikely that Michael Dell will be able to win enough votes to get his buyout proposal approved in the face of opposition from activist investor Carl Icahn.