Regarding the change in voting. What you say makes sense. However, consider this as well: It takes a lot of effort to reach out to all the shareholders and when there's something really important, management needs to work hard to publicize and ensure that everybody votes.
Moving to a simple majority of votes cast means that there is now incentive to not work so hard to publicize to the entire shareholder base, if they've got the sense that the "easier to reach" people tend to see the world as they do.
Let me state that I don't believe that management is trying to do something underhanded with this proxy. I do believe that running a public company is MUCH more of a burden than running a private one and I wonder if some of the motivation is to simply make things a little easier for management. This is something I sympathize with. But I also believe very strongly that the extra work is necessary and worth it.
I had initially felt that I would vote yes on some of the measures to move to simple majority of votes cast, but I'm leaning to no now. Again - this is not because I think management is up to no good. But I believe strongly that people tend to perform to their incentives. With the best of intentions and weak incentives, bad decisions are eventually made. Ensuring that management has every incentive to raise awareness with every shareholder when a vote is needed makes it more likely that they'll work hard to do so.
-Pat
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