Scenes from a three-minute meeting of shareholders

Ken Herman

Tuesday, July 23, 2013 | 2 a.m.

Round Rock, Texas — For a three-minute meeting, there sure was plenty to absorb at the Thursday shareholders session that, instead of providing clarity on Dell Inc.’s future, is leading to another meeting.

At stake is founder Michael Dell’s future in the company that he’s now trying to take private.

In what some might see as an effort to sweeten the deal, shareholders on Thursday enjoyed a well-stocked table featuring pastries as well as tacos. This was a name-tag event, with the most common one identifying people as shareholders, a cross section of a category that included suited folks who’d look comfortable on Wall Street and others more suited to a farm road.

I spotted only one man in a kilt.

As the scheduled 8 a.m. “special meeting of stockholders” approached, folks chatted among themselves. On the back row, a man with Dickies pants and a shareholder tag spoke with a shareholder in the row in front of him. The back-row man talked about the decline in the Dell stock and how, in hindsight, having a crystal ball would have been helpful.

“Everything’s changed so much,” back-row guy said. “It’s a different world out there now. It’s not just Dell.”

Moments later, a very announcerly voice announced, “Ladies and gentlemen, our program will begin in five minutes. Please take your seats.” By then, all the 200 or so seats had been taken, save for a few in the front row. At 8:09 a.m., Michael Dell, trailed by about a half-dozen of what I’m going to assume were high-level associates, filed in and filled those seats.

At 8:12 a.m., Special Committee Chairman Alex Mandl and two other special committee members sat down at the raised table in the front of the room.

“Well good morning,” Mandl said.

Rule 8 of the meeting rules made it clear that, at this meeting, Mandl was the man.

“Mr. Mandl will make all determinations with respect to the conduct of the meeting including, without limitation, the administration and interpretation of these rules and procedures,” it said.

Mandl convened the meeting, cited the rule allowing him to adjourn the meeting and then adjourned the meeting. Some in the crowd grumbled disapproval, and, moments later, the Dell PR team was ready with a statement announcing that the meeting “was convened and adjourned to provide additional time to solicit proxies from Dell stockholders” and that it will reconvene next Wednesday.

The room emptied pretty quickly. I followed the back-row shareholder I had overheard. He’s Mike MacMahon of Alice, Texas, a rancher who looks like a rancher. He’s been a Dell investor since the 1980s, has about 20,000 shares and was not happy about what did not happen at the three-minute meeting he drove more than two hours to attend.

“I’m kind of disappointed in what they pulled today,” he said.

“Pulled,” used that way, is never positive.

“It tells me that they don’t have enough votes to do what they want to do, and they’re waiting until they do,” said MacMahon, who already had voted some of his shares but wouldn’t tell me how he voted.

“I thought they would have had more intestinal fortitude,” MacMahon said of Thursday’s nonaction. “Take a vote one way or another, up or down, and deal with it. It’s obvious that they’re stalling to where they can get enough votes.”

I asked MacMahon if he remains confident in Michael Dell.

“As of right now, with what they pulled, no,” he said.

Back in the meeting room, most of the chairs were empty as John and Lynn Burks of Austin sat and enjoyed the breakfast to which they were entitled as holders of 100 shares of Dell. They came to the meeting undecided on how to vote but leaning toward backing Michael Dell’s plan.

“I still have a lot of confidence in him,” John Burks said.

“He’s a brilliant man,” Lynn Burks added.

Both would have preferred some resolution Thursday.

Not far away, as she left the room, Robin Schneider, who, as executive director of the Texas Campaign for the Environment, has pressed Dell on environmental issues, found the upside and the downside of a lot of people traveling a lot of miles for a three-minute meeting at which nothing happened.

“A big carbon footprint for nothing,” she told a reporter. “At least I got a breakfast taco.”

Ken Herman is a columnist for the Austin American-Statesman.