What this company needs is a proxy battle for new directors and CEO! Seen it and been a part of it, so before you ask:
"No, the board of directors does not directly decide on a proxy battle. A proxy battle is a contest for control of a company where shareholders vote to elect or remove board members or influence company policy. The board of directors, while potentially a target or participant in a proxy battle, does not make the ultimate decision; that rests with the shareholders who cast their vote