At most U.S. public companies, directors are elected by a plurality of votes cast, rather than by a majority of votes cast. Under plurality voting, a director is elected to the board by virtue of having received the most votes. In an uncontested election, a single vote “for” a candidate theoretically would be enough for him/her to win a board seat.

The Council believes strongly that in uncontested elections, directors should be elected by a majority of votes cast. Majority voting ensures that shareowners’ votes count and makes directors more accountable to the shareowners they were elected to represent. Plurality voting in uncontested elections results in "rubber stamp" elections. (In contested elections, however, plurality voting should be used as it may be impossible for any candidate to secure a majority of votes). Many shareowners agree. In 2010, shareowner proposals urging boards to adopt majority voting in director elections averaged just shy of 58 percent support, the best showing ever for this issue, according to proxy adviser Institutional Shareholder Services (ISS).

In 2005, the Council launched a letter-writing campaign urging 1,500 of the largest U.S. corporations to consider adopting majority voting in director elections. Support for this reform has grown swiftly. Currently 76 percent of all companies in the Standard & Poor’s 500 Index have a majority vote standard for uncontested board elections. Council members may learn more about the Council's annual letter-writing campaign requesting that boards refuse to reappoint directors who failed to win majority support on the Director Rejections page.

But companies that have embraced majority voting for directors generally allow their boards to second-guess shareowners when an incumbent director falls short of majority support in an uncontested election. They do so through policies that require the director to tender his/her resignation, but give the board broad discretion in deciding whether to accept it.

As a result, directors are losing elections but not their board seats. In 2011, more than 40 direcotors at 30+ companies in the Russell 3000 index failed to win a majority of the votes cast, yet nearly all kept their board seats, according to ISS. In 2010, 106 "failed" directors at 59 companies remained on boards.

That is why the Council, in April 2010, approved an amendment to its majority voting policy to require directors who fail to receive majority support to step down from the board and not be reapppointed. The Council believes that majority voting policy should reflect the fundamental principle that the will of the shareowners should be respected. (emphasis by me)

http://www.cii.org/MajorityVotingForDirectors