During the polling period, Fiorina will answer questions from shareholders in the audience, and Hewlett -- the most adamant among the opposition -- will be able to address the audience and spar against Fiorina. In general, journalists and other independent observers will not be able to attend the event, which is technically open only to those people who purchased HP stock before 28 January. (HP is telling attendees to bring an account statement and photo identification to guarantee entry.) After the question-and-answer session, Fiorina will announce that polling hours have ended. Fiorina and other HP executives will host a news conference a half-hour after the shareholder meeting ends at the Flint Center. Roughly an hour after that news conference ends, Hewlett and others opposing the deal will host a news conference at the Hilton Garden Inn Cupertino across town. Proxy solicitors for both sides will add up the votes. A representative from Newark, Delaware-based IVS Associates will then take the paper ballots back to IVS's headquarters for counting. Michael Barbera of IVS Associates would not say whether the IVS representative would fly back in a commercial or private jet -- or whether the agent would fly at all. The IVS worker's transportation plans will remain top secret to protect the worker from getting robbed of proxy statements by an unscrupulous shareholder or interested party. "You laugh, but it happened once before," a harried Barbera said Monday. Once the statements arrive in Newark, IVS will begin the equally top-secret process of counting votes. It's unclear how long the counting will take, but Barbera said it could continue for several weeks, depending on how close the vote is. "I won't know how long it's going to take us until I get all the material here," Barbera said. "This is not a one- or two-week job, but it's not a two-month job. It's somewhere in between." It's not over until Compaq votes
Compaq shareholders are more likely to approve the deal -- in part because HP is paying a premium to acquire the Houston-based computer maker, and in part because few Compaq shareholders have vocally opposed the plan. But even Compaq's approval is not a slam dunk. Compaq shareholders will host a shareholder meeting at 2 pm CST Wednesday at the Wyndham Greenspoint Hotel in Houston to approve or reject the merger. Compaq spokeswoman Stacey Paull wouldn't estimate the number of likely attendants, but the conference rooms at the hotel fit a maximum of 1,000 people. The Compaq meeting, which will include a speech by chief executive Michael Capellas, is scheduled to last roughly an hour. The majority of Compaq shareholders have already voted by mailing proxy statements or voting by email. With no outspoken family members trying to scuttle the deal, the Compaq vote is expected to proceed quickly. But 100 percent approval is unlikely. Some of HP's large institutional investors opposing the merger own shares in both companies, and many workers who own shares oppose the deal because it could result in as many as 15,000 layoffs. Approval from Compaq shareholders must also pass a higher hurdle than approval from HP shareholders. At least 50 percent of all Compaq shareholders must approve the deal for it to go through; those who don't vote at all are essentially voting against the deal. By contrast, only 50 percent of HP voters who cast ballots must approve the deal for it to go through on the HP side. Those who don't vote don't have any concrete impact on whether the merger goes through.





