"Say on Pay" a Bust?

Pundits have spent years, years, trying to get a shareholder vote on executive pay packages.  Be careful what you wish for.  First, shareholders have voted for some time on parts of executive pay packages (most option programs) and overwhelmingly supported them.  Second, a no vote on a complex pay package carries much noise -- it is on performance, the details of the package?  Third, as is in evidence in the Aflac vote on Monday in which 93 percent of the shareholders voted to ratify a $12 million pay package, shareholder routinely will vote yes.  Yes votes make shareholder derivative suits harder to win.