Updated from 4:09 p.m. EDT

Shareholders of Siebel Systems ( SEBL) Wednesday voted against an advisory proposal to expense stock options and also defeated a proposal that would have tied executive compensation to performance.

Both proposals were introduced by shareholders and both were opposed by company management.

In an interview on CNBC after the vote, CEO Tom Siebel said 67% of the shareholders agreed with the management position on the proposals.

Siebel said that issuing stock options has been a basic tenet of the company since its founding and downplayed talk that the company he founded was a takeover target. Using a phrase that he and one of his top lieutenants have been repeating frequently this week, Siebel said, "We are more likely to be an acquirer than an acquiree."

Shareholders at about 100 companies have voted on the similar resolutions to expense options this year, with about 29 approving.

Members of the American Federation of State, Municipal and County Employees, which owns 5,000 Siebel shares and sponsored the options resolution, demonstrated outside the meeting in support of the proposals and were served coffee and Krispy Kreme ( KKD) doughnuts by Siebel.

The meeting was originally to be Webcast only, but shareholder protests convinced management to hold a traditional live session as well. The company invited reporters to attend the meeting.

The resolution to tie compensation to performance was introduced by the College Retirement Equities Fund (CREF), which owns some 2.4 million shares of Siebel.

A spokeswoman for CREF said one matter of concern was dilution caused by the company's liberal distribution of options. But the company, in its proxy filing, said dilution from stock options "was only 31% as of March 31. ... We believe that our compensation practices and stock option grant guidelines are consistent with industry standards."

Nevertheless, Siebel has the reputation of being more liberal than most when it comes to handing out options. As of the end of July, options represented about 12.9% of outstanding shares of Intel ( INTC), 22.3% of Yahoo ( YHOO), and 16.5% of Cisco ( CSCO).

Shareholders approved a resolution to re-elect three directors to three-year terms, including Eric Schmidt, CEO of Internet search-engine company Google.

Also getting shareholder approval were resolutions to allocate 15 million shares of company stock for Siebel's employees stock-purchase plan, and to appoint KPMG as auditor for Siebel for 2003.