I don't know the answer to that....but it's a good question.
It was mentioned on this board in the past....and I know it works this way at the corporation I work for....the BOD does not make proposals. The Sr. Management team makes proposals and the BOD either approves or rejects them.
The way a company like PTSC with a market cap of 77M and 5 employees probably operates quite differently than a company with a market cap of 200B and 10,000 employees.