The timing of the "Majority vote" denial announcement really bothers me.

It is clear from the 2010/2011 Proxy document that the BOD had already decided, and indeed recommended to Shareholders, that the Proposal should fail.

However, it did not fail and indeed passed by a ratio of 4:1 i.e. it garnered about 75% of the available votes (I know these numbers are approximate).

So if they declared their position in late 2010 (a year ago) why did they wait over 10 months to announce that (a) they consider the Approval "non-binding" and (b) they will ignore the will of the Shareholders?

I can't see how it could take 10 months to reconsider their vehement opposition and reconfirm it. My guess is they knew what they were going to do even before the vote took place.

Can anyone provide evidence that we should have known the proposal was "non-binding"? I may have missed it but I couldn't see anything in either the Proxy or the susequent SEC posting of the voting results to that effect.

Why would they bury this information deep in the FAQs without even mentioning such an important decision in the associated email? Did they think we wouldn't read the FAQs?

The only real effect of such a long delay is that a similar Proposal apparently cannot now be voted on in February because the deadlines are passed. I can't see them allowing such a motion from the Floor either. They'd lose their gross (both meanings) income.

I believe several shareholders on several occasions sought answers from the BOD as to why no amendment to the By-Laws had been made, but no response was (to my knowledge) ever given. This in itself is contrary to the BOD positioning itself as "shareholder friendly" unless they are selective about their "friends".

Clearly, to me at least, if this reversal of the Approval (even ignoring the 'non-binding' discussion) had been announced before the relevant Proxy deadlines had passed then a shareholder would have been able to address the reversal and file one or more revised or new Proposals.

Does the arguably deliberate and seemingly wilful delay in presenting this vital information to shareholders in a timely manner constitute a breach of ethics, of corporate policies and/or of SEC or like rules?