What if "None of the Above" Had Teeth?

After all the Sturm und Drang surrounding implementation of Sarbanes-Oxley, how "reformed" are corporate boards?  According to Ira Millstein, not very.

How could this be?  Chalk up another one to human nature:  "My impression is that management does not like reform and so complies and complains and resists....[Moreover,] management never much liked boards."  Nor is it fun any longer to be a visible public-company director.  Once board membership was limited to "cronies," "harmless academics," and the occasional obligatory "woman or minority," but now CEO's cannot be so confident their board will be a lap dog.

Still, management has a virtual hammerlock over the nomination of directors, and since a nominee can be elected with a single vote (say, the CEO's) even if all other shares vote "withhold," there is no incentive for management to change its ways.  Millstein proposes an ingenious reform:  That nominees must win a majority of all votes cast, so that "withhold" essentially becomes "against."  At first glance, I like this enormously:  It has the lawyer's (and the economist's!) virtue of drastically changing the behavioral incentives by "merely" changing a procedural rule.

Imagine if "none of the above," as a ballot-box option, could defeat actual candidates for the Congress and Presidency of the United States.  Now there's a thought experiment for you.