> And Delaware has ruled on and struck down CEO pay packages before. This isn't uncharted territory. The judge literally said it's unprecedented. That's why I

> And Delaware has ruled on and struck down CEO pay packages before. This isn't uncharted territory. The judge literally said it's unprecedented. That's why I quoted it. > Shareholders have no fiduciary duty to do anything, and nobody is saying that the board was "hoodwinked." Institutional investors have a fiduciary duty to their investors. Again, the largest shareholders were massive financial firms who represented millions of shareholders. They absolutely do have a fiduciary duty to fully evaluate a CEO pay package and use their very significant voting power. The only possible reasons they voted for it: a) they agreed with it, b) they didn't care or c) they failed to uphold their fiduciary duty. Do note that the pay package passed with 73% of shareholders (who voted).