mican, your comments are 100% correct. You're also touching on a subject that is a personal pet peeve of mine.
By and large most companies are overwhelmingly owned by institutions. Some of those institutional holders are Exchange Traded Funds. These funds typically "rubber stamp" the wishes of the various Boards of Directors. Many other institutions are funds that solicit corporations to manage corporate pensions and 401(k)'s. For the most part they would never (or rarely) dare vote against a Board's recommendation. If they did they would risk being branded as trouble makers and would likely never see any corporate investing again.
Even Warren Buffett, Coca Cola'a largest shareholder when faced with a vote on Coke's outrageous management compensation plan said he was totally against the plan, but didn't want to vote against it. He took the cowardly way out and abstained.
Of course there are activist investors and there are the California Funds (CalPERS and CalSTRS)that refuse to go along just to get along. Neither of them rely on corporate funding.
Now that I've gotten a little of that off my chest, voting against management is futile, except that the "NO" votes really do piss them off. Little consolation.
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