The New York Times has a great article on HP's full board of directors was re-elected even company value is halved.
http://www.nytimes.com/2013/03/30/business/why-bad-directors-arent-thrown-out.html?ref=business
The very same board approved the infamous Autonomy deal that went sour. A $8.8 billion write off. Then CEO who approved said that this kind of deal won't get approved without the board. Stock price has halved, 29,000 workers have and will be cut, a bad series of acquisitions, Palm, PC, .... A long list of missteps.
Yet all 11 H.P. directors were re-elected on March 20.
These directors each received a mix of cash and stock payments ranging from $292,000 to $380,000 in 2012, from the article. The company recommended shareholders to vote the entire slate,
citing the risk of “destabilizing” the company by changing directors in an “abrupt and disorderly manner.”
Since the board decides the number of nominees, and most nominate only
as many as there are open seats, they’ll all be elected, even with a
single yes vote (which may be their own).
The vote?
...59 percent for Mr. Lane, 54 percent for Mr. Hammergren and 55 percent for Mr. Thompson... Whitman received 98 percent.
Two largest shareholders were reported vote for the board, although they declined to confirm:
H.P.’s two largest shareholders are Dodge & Cox, a large mutual fund
company in San Francisco, and Vanguard, one of the largest asset
managers. ... Vanguard wouldn’t say how it voted its H.P. shares, and Dodge & Cox didn’t respond to my inquiries. But a source with knowledge of the voting, who asked not to be
identified because he isn’t authorized to disclose the results, said
both Dodge & Cox and Vanguard voted in favor of the full H.P. slate
of directors. (Both companies will eventually have to disclose their
votes, but not until September.)
The author expressed his anger in an unusual way in the concluding remark:
But the reality is that H.P. can do whatever it wants, regardless of
what the shareholders say. Mr. McGurn said that Institutional
Shareholders Services often follows up with letter-writing campaigns at
companies where shareholders have voted their strong disapproval of
directors.
Speechless from this story. Do we still trust this company, or its ability to correct itself, or its competence? One saying can't be more accurate: HP directors are licensed to steal. It is a huge humiliation to HP's vast work force. Whitman's turnaround won't work without removing the plagues. The largest mutual funds can vote by shares, other smaller ones can also vote, but by legs.