Dell (DELL): How I Voted

Dell (DELL) is one of the stocks in my portfolio. Their annual meeting is coming up July 15 and today is the last day to vote using the MoxyVote.com platform. MoxyVote.com had seven “good causes,” including two consolidations.   ProxyDemocracy.org had five funds voting. I see none of the five are voting in favor all the board members. Most are withholding votes against most directors. I wish the funds would announce why they are voting how they do on either site. Since most of the funds listed on both MoxyVote.com and ProxyDemocracy.org voted to withhold against all directors, I voted that way as well but I voted to ratify the auditors.

Looking at Dell’s proxy, the Summary Compensation Table shows that Stephen J. Felice, one of two presidents, was the highest paid named executive officer at a little over $11 million. Using the United States Proxy Exchange (USPX) released draft guidelines, I am voting against most pay packages over the median for large-caps of $9 million. Dell falls into that category.  AFSCME, Trillium, and Domini also voted no with regard to say on pay. As I have with all companies, I voted for a SOP frequency of every year.

I voted in favor of AFSCME’s proposal to require an independent chair. This is simple good governance and is slowly becoming the standard. Of course, I voted in favor of my own proposal to allow shareowners to act by written consent, another good governance standard that has been adopted by hundreds of companies. Along with all the funds listed at both MoxyVote.com and ProxyDemocracy.org I voted against Linda Bush’s proposal for a quarterly dividend.

	JAMES W. BREYER	Withhold
	DONALD J. CARTY	Withhold
	MICHAEL S. DELL	Withhold
	WILLIAM H. GRAY, III	Withhold
	GERARD J. KLEISTERLEE	Withhold
	THOMAS W. LUCE, III	Withhold
	KLAUS S. LUFT	Withhold
	ALEX J. MANDL	Withhold
	SHANTANU NARAYEN	Withhold
	H. ROSS PEROT, JR.	Withhold

	RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS DELL S INDEPENDENT AUDITOR FOR FISCAL 2012	Yes
	APPROVAL, ON AN ADVISORY BASIS, OF DELL S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT	No
	ADVISORY VOTE ON WHETHER FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION SHOULD OCCUR EVERY 1 YEAR, EVERY 2 YEARS OR EVERY 3 YEARS	Every 1 Year
	INDEPENDENT CHAIRMAN	Yes
	STOCKHOLDER ACTION BY WRITTEN CONSENT	Yes
	DECLARATION OF DIVIDENDS	No