The idea that the vote goes to the entire shareholder body is difficult. If Rip Van Winkle awakened from a deep somnolent state, and was asked to review this aspect of the Dodd-Frank legislation, he would probably take a pill and go back into hibernation.
What person(s) or organizations without much real world hard won experience, even conceived of this idea. It’s a Board’s job! The obvious answer: if a BOD can’t direct company management and its compensation committee doesn’t use correct principals, change the Board. These unusual solutions only become the “eventual problems”.
Nothing gets done efficiently, except the creation of inhibition and stultification.
I believe in the principals of Westphalian states–most particularly, it’s rules or dirigisme. But how do you have expanding GDP and job creation in the midst of all this complicated drivel. The regime goes too far.