I agree, Laurie - as I also posted I think the word "request" was the issue. It's a shame Mr. Innocenti was so polite. It's also a shame that not one of the BOD chose to point out that the vote was only on a "request" and not on a "requirement". But no-one is surprised at that, I'm sure.

However, I have to wonder if there are legal precedents on such a matter and whether "intent" comes into play.

I find it odd that the BOD chose to publish a long objection to the proposal, citing the same reasons just given for not implementing the change.

In the 2010/2011 Revised Proxy Statement, the BOD text objects to the implementation of the change rather than to the mere proposal to request a change.
As such, their arguments would lead one to believe that they, too, intepreted the motion as "requiring" the change - otherwise why use so many words to say "we don't want you to make this request"?
Thus, I find their pre-vote actions (in the revised Proxy and also at the meeting) to be deliberately intended to mis-lead voters as to their interpretation.
To go almost a year without clarifying this to shareholders is unconscionable but, of course, in their own selfish pecuniary interests.