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On Wednesday, Dell disclosed the final vote tally from last week’s shareholders’ meeting approving the Michael Dell’s and Silver Lake Partners’ leveraged buyout. And it was a blow out in favor of the deal.

Excluding the shares controlled by Michael Dell and other officers and directors of Dell, the “yes” vote constituted approximately 65% of the Dell shares that were voted.

The verdict was far from unanimous. But for a transaction that was contested by Carl Icahn and Southeastern Asset Management until they conceded defeat a week before the shareholders’ meeting, the margin was huge.

Mr. Icahn, in an op-ed column Thursday, used Dell as an example of a “ridiculously dysfunctional system.” Mr. Icahn says “When shareholders earlier this year objected to the vast wealth transfer and voted it down, the Dell board simply ignored these results and changed not only the voting rules but the voting dates, thus blocking alternatives and ensuring eventual victory.”

Dell did change the rules for voting after failing to meet the standard first set by its special committee of independent directors, which in essence counted absentee votes as no votes.

The deal wasn’t succeeding under that standard. Ultimately, in return for a modest increase in the buyout group’s offer, Dell did, as Mr. Icahn points out, change this voting rule. At last week’s meeting, the company needed the affirmative vote of a majority of the shareholders actually voting at the meeting, not counting shares Mr. Dell controls.

But what is more protective of the public shareholders: treating, as the original standard did, shareholders who did not show up at the meeting as “no” votes, or a vote of the more than 60% of them who actually voted?

If the old voting standard had been applied at last week’s meeting, the Dell buyout would have come up short, but not by much. The favorable vote at last week’s meeting was within 1% of the vote which would have been required under the original standard. Of course, with a different voting standard the protagonists could have used different shareholder solicitation strategies and that could have resulted in a different vote.

Dell also changed the record date—the date on which shareholders had to hold shares in order to vote—from June 3, shortly after the original proxy statement was mailed, to August 13, the day before revised proxy for the revised deal was mailed. To me, it makes sense to use a date as close as possible to a meeting to maximize the enfranchisement of those that actually own shares at the time of the meeting.

Changes to the voting rules in the middle of a deal can be troubling. But Mr. Icahn’s claim that in making these changes the Dell board was “blocking alternatives and ensuring eventual victory” is absurd. The holders of a majority of the shares could have turned down the Michael Dell/Silver Lake buyout and killed the deal. The fact is Mr. Icahn was unable to persuade an overwhelming majority of Dell shareholders who voted to turn the deal down.

In light of that, it is more than a bit ironic that Mr. Icahn would trumpet Dell as a failure of shareholder democracy.

But the irony of Mr. Icahn’s op-ed piece is greater than that. For those of us who remember Mr. Icahn from the 1970’s and 1980’s as a charter member of the greenmail club, it is pretty rich for him to be lecturing shareholders on standing up for their rights. Greenmail was the term used to describe the repurchase by a company of a block of stock from an investor at a premium to the market price to keep the investor from seeking control of that company.

A November 17, 1982 Journal article describes Mr. Icahn as having “managed to take much of the risk out of risk arbitrage. He buys shares in vulnerable corporations and then forces, or scares, its directors, executives and other shareholders into either buying back his shares at a handsome profit to him and his associate, or selling out the company to somebody at a tidy premium. …Icahn and associates are estimated to have flushed more than $45 million in gains over the past few years.”

Greenmailing was eliminated largely as a result of the Delaware court’s authorization of poison pills and the IRS’s adoption of a greenmail excise tax. Nevertheless, shareholders should remember that today’s activist investors still have two ways of making money: Sometimes they are right and in that case their activism makes money for all shareholders. But they can also make money convincing the market they are right and then selling. In that case, other shareholders take the risk.

In any event, Dell is an example of effective shareholder democracy. Just not one in which Mr. Icahn got what he wanted.

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