Google shareholders dismiss ISS recommendations to withhold vote as all director-candidates got re-elected

Most Google shareholders apparently ignored Institutional Shareholder Services (ISS) recommendations to withhold votes for four director-candidates and instead re-elected all director-candidates back into office in Wednesday's annual stockholder's meeting.

Despite the ISS advice, Google election results reveal all 11 director-candidates elected back into the Google Board of Directors during the annual stockholders meeting held on 3 June, including the four directors the ISS recommended investors to withhold votes.

ISS earlier advised shareholders against voting for Google compensation committee members John Doerr, Paul Otellini, and Ram Shriram in connection with "problematic mega grants" provided to Executive Chairman Eric Schmidt and Chief Business Officer Omid Kordestani, according to Business Insider.

Reuters reported the ISS also recommended withholding votes from Google director John Hennessy over questions on the role of the president of Stanford University as a non-independent member of the board's nominating committee.

The four directors actually received the most votes withheld during the elections with nearly 114 million votes withheld against Doerr, over 107 million withheld for Otellini, over 98 million withheld for Shriram, and over 77 million withheld for Hennessy. The votes withheld against the four were significantly larger than the votes withheld from other directors which ranged only from 3 million to 6 million votes withheld. The votes withheld against the four directors were however no match to the larger number of votes actually given to the directors which ranged from 600 to 700 million votes.

The ISS report seen by Reuters cited executive pay awarded last year to Executive Chairman Eric Schmidt amounting to $100 million in restricted stock units. The sizeable equity award was reportedly the former Google CEO's second in less than three years. Google co-founder Larry Page took over from Schmidt in 2011.

Reports also point to Omid Kordestani as having received a $60 million equity award and a one-time $65 million supplemental equity award. Kordestani also received a sign-on bonus of $5 million when he was re-hired in October.

The ISS report states, "Although ISS has not identified any major issues regarding the structure of Google's executive compensation in past years, the magnitude of total pay provided to certain executives, paired with a lack of performance criteria and compelling rationale, raises significant concerns."

Google shareholder proposals to require a majority vote standard for the election of directors was also defeated with over 500 million voting against the measure.