Generally when this sort of thing happens the Directors are merely fulfilling a contractual obligation the details of which are largely unknown (unless you want to dig through the archives for the guy’s employment contract) to the public. Often, however, the Directors are in the CEO’s pocket and do whatever he suggests they do (or what one of the CEO’s lackeys suggests they do). Shareholders? Hahaha… that’s rich. Like they matter. One more reason not to even bother with publicly-traded stocks…