The founder, along with investment firm Silver Lake, had offered $24.4 billion for the company, a deal that came to $13.65 per share.
As that appeared headed for defeat by a shareholder vote, Michael Dell and Silver Lake tweaked the offer to $13.75, with the caveat that the rules of the vote be changed so votes not cast would not be counted as "no" votes, as the original rules require.
The New York Times reported Friday the special committee has accepted the new terms. In return, Michael Dell and Silver Lake agreed to pay a special dividend of 13 cents per share on top of an 8 cents per share third quarter dividend that is already scheduled.
The committee also decided to postpone the vote a second time. The vote had been scheduled for Friday but has been put off until Sept. 12, the committee said.
"The committee is pleased to have negotiated this transaction, which provides as much as $470 million of increased value, including the next quarterly dividend that will now be paid regardless of when the transaction closes," committee Chairman Alex Mandl said.
Billionaire investor Carl Icahn, who owns a substantial share of Dell Inc., said in an online posting he was "pleased to have won another battle in the Dell war, but the war itself is far from over."
"More to follow," Icahn wrote.