The vote could help determine the future strategy for Motorola, the No. 2 maker of cell phones in the world. The company, which had gained significant market share in the past, has seen its profits plummet as competition heats up.
The fight hasas Icahn and Motorola each issue dueling letters, press releases and advertisements to try to persuade shareholders to take their side.
Icahn, who, believes the company is being mismanaged and wants to see the company spend its cash differently. He has also called for a management change if the situation doesn't improve, personally criticizing Motorola CEO Ed Zander.
In a full-page advertisement in The Wall Street Journal, Icahn cited a remark that was supposedly made by Zander: "I love my job. I hate my customers."
"It sounds like something straight out of Alice in Wonderland," Icahn said in his letter to shareholders.
Motorola's management team says that Icahn, who sits on as many as eight boards, doesn't have the time or expertise to be an effective board member for Motorola. They've urged shareholders not to vote for Icahn.
In an open letter sent to investors last week, the company said: "We question, as should you, whether Carl Icahn will act in the best interests of all Motorola stockholders, or just in the best interest of Carl Icahn. As a stockholder of Motorola, ask yourself whether someone like Carl Icahn, who is overcommitted elsewhere and underinformed about Motorola, would be a constructive addition to your board."
Icahn controls 2.9 percent of Motorola's stock, and he needs more than 50 percent of the votes to win one of the 13 seats on the board of directors. He has already won support from one of the company's largest shareholders. On Friday, ClearBridge Advisors, which owns 2.2 percent of Motorola's shares, said it supports Icahn's bid for a board seat.
"Given recent events at the company, we believe it is in the best interest of all shareholders to have a new representative on the board," Brian Posner, ClearBridge's CEO, said in a statement. "We believe Mr. Icahn will not only contribute positively to the dialogue among the members of the board, but he will offer valuable insights consistent with the interests of all shareholders."
At least two proxy advisory firms, Institutional Shareholders Services and Proxy Governance,. But another proxy advisory firm, Glass Lewis, has urged shareholders not to vote for Icahn, because, it says, Icahn has failed to detail a specific plan for the company.
Icahn has made a name for himself in recent years as a so-called activist investor. Last year, he tried to take over media conglomerate Time Warner through a proxy fight. He wanted Time Warner CEO Richard Parsons to step down and the company split into four parts to unlock shareholder value. Eventually, he backed down when it became obvious that investors weren't supportive of his radical plan. But he did so only after the company took some of the steps he had proposed.
Icahn's fight for a board seat comes as Motorola tries to keep up with rival handset makers, namely Nokia and Samsung. For the first quarter of 2007, the company reported a net loss as it resisted matching its competitors' price cuts.
Motorola's biggest challenge is finding new products to excite the market. In 2004 it. But over the past three years prices on the phone have dropped dramatically. The company has tried to introduce new products, such as the Krzr and Rizr, but neither phone has proved to be as successful as the Razr.
As Motorola tries to develop a strategy to regain profitability, it will likely face even stiffer competition as companies with no cell phone expertise enter the market. Apple is expected to release its new iPhone in early June. The phone, which will be available only through AT&T's Cingular Wireless, is already .