Michael Dell and Silver Lake Partners did not get the voting rules change they sought from a special committee of the board of directors of Dell Inc. (NASDAQ: DELL). The special committee made a counter proposal, but even if Michael Dell and Silver Lake agree to that, the change probably will not be enough to tip the scales in their favor.

Dell and Silver Lake offered to raise their bid by $0.10 a share to $13.75 if the committee would change the voting rule that counted a non-vote as a no vote. The committee rejected that proposal, stating its willingness, instead, to change the record date for voting “to enable the many shareholders who bought their shares after June 3, 2013 to vote on the transaction while giving all shareholders more time to reflect on where their best interests lie in light of the improved offer.”

Dell and Silver Lake hope that by changing the record date to include more recent purchasers of Dell stock, those new buyers will be satisfied with a small gain on their investment and will vote in favor of the buyout rather than not voting at all. Changing the record date is opposed by critics of the Dell-Silver Lake bid. Activist investor Carl Icahn and Southeastern Asset Management made their opposition clear to the special committee earlier this week.

If Dell and Silver Lake do not like the committee’s counteroffer, the vote scheduled for Friday at $13.65 a share will go ahead as planned.

Dell and Silver Lake have not responded to the special committee’s letter yet, but it is pretty likely that they will respond. Failing to do so would essentially scuttle their bid.

About the only bullet they have left is a big hike in their offer. But if that were available they would have used it by now. This drama is nearly to the part where the fat lady sings.

Dell’s shares are trading down about 1.6% early this morning, at $12.50 in a 52-week range of $8.69 to $14.64.

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