As battles between activist investors and entrenched managements loom, many are questioning the reliability of the voting system that will determine the outcome of those contests.
An ongoing federal review of the mechanics of corporate elections will find a complicated, secretive and rickety system prone to breakdowns.
It is a bad time for uncertainty. New rules promise some close elections as proxy season gets under way. One reason is that brokers, who traditionally side with management, can no longer vote client shares without instructions.
Among the closely watched proxy battles pending this year are those at book-seller Barnes & Noble and biotech firms Biogen Idec Inc and Genzyme Corp.
Some fixes would be easy to implement, such as requiring more confirmation of votes cast, according to several industry specialists and investors involved in recent disputed elections.
Contentious cases will be re-aired as the US Securities and Exchange Commission's review of the proxy process revs up. SEC Chairman Mary Schapiro promised the probe last year after complaints over several contests.
