Patrick McGurn, executive vice president of Institutional Shareholder Services in Rockville, Md.

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"They need green grass like we have here, and they like water where they can roost at night, " explains countryside management adviser Patrick McGurn.

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About 800 directors last year received "no" votes that topped 30% of the votes cast, a high-enough percentage that small shareholders could change the outcome, according to Patrick McGurn, special counsel at RiskMetrics Group.

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