For the second time in two years, Sears ( S) shareholders voted last week in favor of a recommendation that the company elect all of its directors on a yearly basis. Just don't bet on it happening anytime soon. As popular as they are with shareholders, corporate governance proposals often go nowhere. They face daunting bureaucratic hurdles, and there is little forcing boards to follow them. "It is unfortunate, but not unusual, for companies to not take actions recommended by investors. It's a sensitive issue for investors," said Ann Yerger, deputy director of the Council of Institutional Investors. "It's a frustration and it's a core problem." Investors' frustration has grown in recent years as the stock market has posted three straight years of declines. Meanwhile, outsized executive pay packages and corporate scandals at the likes of Enron, WorldCom, Tyco ( TYC) and most recently HealthSouth have left many shareholders questioning the management of public companies. In response, shareholders have filed a record number of proposals this year, regarding items such as the expensing of stock options, executive pay, the election of directors and so-called poison pill provisions that prevent takeovers. And support for those proposals has been gradually increasing. About one-third of the 800 proposals in 2002 received majority votes, up from 24% of the proposals in 2001 and 21% of those in 1999, according to the Investor Responsibility Research Center. But just because investor anger is rising doesn't necessarily mean that companies are listening or responding. Last year, about 90 companies saw investors vote in favor of one or more shareholder proposals, Yerger said. But only a handful of those companies acted to adopt those resolutions, she said. That's not unusual. For six straight years, shareholders at Bristol-Myers Squibb ( BMY) voted to recommend that the company junk its classified board system, where shareholders vote on only a fraction of board members each year, in favor of a declassified system, where all board members are elected every year.