Shareholder votes are meaning less and less when it comes to board composition, as a growing number of companies are reacting to such measures by simply ignoring the results and letting the board member stay on anyway, reported the Financial Times.
About four years ago, the number of "zombie directors"—that is, board members who have remained on even after shareholders voted to remove them—at Russell 3000 companies (an index that tracks the performance of the 3,000 largest U.S.-traded stocks) was 40. Now, there are 54, more than there have been since 2014. While votes to remove board members are rare, to the point where having "merely" 90 percent approval is a worrying sign, actual removals are even rarer, as only 15 percent of public companies have immediate and binding resignation standards. The rest of the time, governance documents have been drawn up specifically to prevent shareholders from asserting this level of control. Many times, such votes are explicitly nonbinding, and other times companies seem to just treat the votes that way anyway. The Financial Times noted that such practices can harm a company's environmental, social and governance (ESG) rating, specifically on the G factor, governance; investors have been encouraged to view companies ignoring these votes as signs of deeper issues in how the firm is run.