Fair enough. Would firms like Blackrock expose themselves to any liability for voting “yes” on such an obviously flawed proxy, against the guidance of their proxy advisors? When I look at Blackrock’s stated proxy voting principles, it emphasizes things like board independence, oversight, etc.

no, they would not expose themselves to liability. i mean, i can't predict what an enterprising shareholder might try to argue but i don't see a path to succeed. this isn't the kind of thing you can feasibly sue over, so it's all about incentives.