Dell and Buyers Said to Be Near Compromise on Takeover Bid A special committee of Dell's board is near a compromise with the company's namesake founder over his takeover bid for the computer maker, which would see him pay more in exchange for altering the voting rules for the bid, a person briefed on the matter said on Friday. Under the likely terms of the new agreement, Michael S. Dell and his partner, the investment firm Silver Lake, would pay $13.75 a share. They would also pay a special dividend of 13 cents a share, while shareholders would still receive a regularly scheduled third-quarter dividend of 8 cents a share. In return, the special committee would agree to change the rules for victory by no longer counting Dell shares not cast in a special election as "no" votes. The current rules mandate that absentee votes count as "no" votes, creating a high hurdle. An announcement is expected before the stock market opens, this person said, cautioning that talks could still fall apart. A shareholder vote on the current buyout bid of $13.65 a share is scheduled for 10 a.m. Eastern on Friday, but that vote had already been twice delayed. The latest compromise is likely to push back the vote on the deal to September. It would also probably push back the record date, the day by which investors would have needed to have owned shares to be eligible to vote. By moving the record date from June 3 to a date likely sometime this month, more shareholders considered favorable to a deal - like arbitrageurs who bet on the outcome of mergers - would be allowed to vote. The billionaire Carl C. Icahn, a big shareholder and a staunch opponent of Mr. Dell's takeover bid, sued Dell in Delaware's Court of Chancery on Thursday to prevent such changes. All told, the changes will lower the bar for Mr. Dell and Silver Lake to clear to claim a win, but it still does not guarantee that the monthslong drama over the computer maker will end. It is possible that some shareholders who have already voted yes may become unhappy with the change in voting terms and switch to opposing the transaction, for example. But over all, the special committee and the buyers are hoping the compromise is enough to seal victory. The Dell directors would claim that they earned even more for independent shareholders: the raised bid, the special dividend and the guaranteed quarterly dividend combined will mean an extra $470 million or so in payouts. And Mr. Dell and Silver Lake could tout that they have changed what they call an unfair voting standard. They have argued that it is impossible to read the intentions of all shareholders who have abstained from voting, since some are investors who do not vote or do not even know that they still own shares. Others, like Mr. Icahn, have contended that a significant number of absentee votes remain opposed to Mr. Dell's takeover approach. Last week, Mr. Dell and Silver Lake first proposed raising their takeover bid to $13.75 a share in exchange for changing the voting standard. But the Dell special committee balked at making what it regarded as a significant concession without getting more money for shareholders, people briefed on the matter said previously. The directors had been hoping for a bump of at least $14 a share. A tally from late last week showed that about 579 million had been cast in favor of the deal, while 563 million had been voted against. That left more than 334 million shares that hadn't been voted, creating a near-insurmountable hurdle for the buyers to overcome. The person briefed on the matter said that the numbers had changed some but not significantly since then. News of the state of the negotiations was reported early by The Wall Street Journal online.