Directors are 'selected' by incumbent directors and managements - stockholders merely ' ratify ' or approve director selections much as they ratify selections of auditors. The term 'Election of Directors' is misused in corporate proxy materials to refer to the process by which directors are empowered. The term is inappropriate - and it is misleading. With no choice of candidates, there is no election.
Incumbent directors are anxious to protect their absolute power over corporate activities.
The root of that power is control of Corporate Governance - which is assured by control of board composition. Unfortunately, the ' Elective process rights ' of stockholders are being ignored. And approval will provide stockholders with 'duly elected' representatives. In a democracy, those who govern are duly elected by those whom they represent - and they are accountable to their electors. Continuing in public office requires satisfying constituents, not just nominators.