The Ballots Are In--Let The Counting Begin

Compaq shareholders approved the deal by a 9-to-1 margin in their March 20 vote. Yet more than a month of ballot counting may lie ahead in the HP vote. IVS Associates, an independent corporate-meeting services firm, has been retained to conduct a ballot-by-ballot count of the proxy cards handed in by HP shareholders.

Unlike the last great voting controversy,the Bush-Gore 2000 presidential election,the ballot counting will be done in private. IVS will work behind closed doors and have no public remarks until the last of about 900,000 proxies are tallied.

"Once the counting begins, it's our policy not to speak to anyone except the two parties [involved here," said Michael Barbera, co-founder and vice president at Wilmington, Del.-based IVS.

Shortly after the vote, HP Chairman and CEO Carly Fiorina acknowledged that the official results were pending but issued a statement saying that, based on the company's own unofficial polling, the merger deal had landed enough votes for approval.

"It doesn't seem likely Carly Fiorina would come out with those statements unless she was pretty sure," said Steve Raymund, chairman and CEO of distributor Tech Data. "Executives have fiduciary responsibilities to shareholders to share accurate information in their public remarks. My guess is a quick announcement is predicated on her tabulations as the proxies were rolling in."

Other channel executives, however, wondered if HP's victory declaration was premature.

"The proxies haven't been counted yet," said Rick Heckman, CEO of R&J Computer Services, Westminster, Calif., a Compaq solution provider who opposes the merger. "I don't know why they would [declare victory. It just sets them up for a big fall if they don't [prevail."

At this point, it's unlikely that hired-gun legal eagles will jump into the vote certification process on behalf of HP or anti-merger leader Walter Hewlett. A Hewlett spokesman said the HP board member would keep the same legal team he has used throughout the merger process to advise and help monitor the vote count. The spokesman said Hewlett is leaving it to IVS to make sure "all the ballots are good" and the certified vote holds up.

Scott Campbell contributed to this story.