In April this year, the Board more than doubled the size of the programme to $100 billion and increasing the share buyback authorisation to $60 billion.
The Board said it has executed "aggressively" against the capital return programme, spending USD 23 billion of the USD 60 billion share repurchase authorisation in fiscal 2013.
"While the Board and management oppose this shareholder proposal, they are fully committed to returning cash to shareholders," it said.
Capital should be returned to shareholders on an efficient and sustained basis, and that the evaluation of capital return should be performed regularly and carefully with the best long-term interest of the business and shareholders in mind, it added.
Earlier this year, Icahn -- often called a Corporate raider -- was involved in a bitter dispute with Michael Dell (founder of the PC manufacturing company) and investment firm Silver Lake Partners to take it private.
In September, Icahn ended his months-long efforts to block Dell's $25 billion offer, making way for the company, founded in 1984, to go private.
