voting boxCompanies may be moving to provide shareholders with a greater voice, but the trend still seems to have a way to go. A study of 175 instances since 2009 when corporate directors garnered a majority of withhold votes from shareholders shows just 5% of the directors ended up leaving the board.

"Director elections are the fundamental accountability mechanism in our form of capitalism," says Jon Lukomnik, executive director at the Investor Responsibility Research Center Institute (IRRC), which commissioned the study. "Yet it is an open secret that most directors can be elected with one vote. There is largely a plurality voting system. Moreover, even when directors fail to receive a majority of votes, they still serve."

Elections of board members at U.S. companies traditionally operated on a plurality standard: as long as the director got the greatest number of votes, he or she was elected, even if withhold votes outweighed the votes cast in favor of the director. In recent years, activist shareholders have pressed companies to adopt a majority voting standard under which directors who do not win a majority of the votes cast are expected to tender their resignation. A third approach is plurality plus resignation, in which a director who does not win a majority is expected to tender his or her resignation, although the board is not required to accept it.

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Susan Kelly

Susan Kelly is a business journalist who has written for Treasury & Risk, FierceCFO, Global Finance, Financial Week, Bridge News and The Bond Buyer.