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How's this for corporate democracy in action?

By a 3-to-1 ratio, Blockbuster shareholders voted last week to throw out Chairman John Antioco and replace him with corporate raider Carl Icahn. Moments later, the directors said they'd create a new board seat and reinstall Antioco as chairman, which they did Friday.

This turn of events bears repeating because the contradiction boggles the mind: The vast majority of voting shareholders rejected Antioco on Wednesday, but the board, including Icahn and two candidates on his slate, put him back in charge anyway.

And Icahn calls this a grand victory for corporate governance?

From my perch, it's an insult: Shareholders spoke, and the board said it knows better.

One explanation for offering Antioco the job is that it will prevent him from claiming a $54 million golden parachute. The number is outrageous, of course, but so is the event that triggers it.

It's not as if Antioco lost his job because Blockbuster was acquired. Shareholders voted him out, presumably because he hadn't performed to their standards, and he qualifies for a huge payday?

If shareholders can't fire Antioco, they ought to fire the directors who approved his contract.


Last year, Disney's top executive, Michael Eisner, was targeted by high-profile dissidents, and 43 percent of shareholders withheld their support for his re-election to the board. As a result, Eisner was stripped of his chairman's job, and he accelerated his timetable to retire as chief executive.