Proxy Governance, a firm that issues recommendations to large institutional investors on how to vote on proxy matters, has come to a much needed conclusion in the Yahoo! Inc. (NASDAQ: YHOO)-Carl Icahn saga: make some noise about Yahoo executive's unjustified paydays.

In the wake of the much publicized truce between billionaire troublemaker Carl Icahn and Yahoo, the proxy vote over the fate of the board has lost its steam - but Proxy Governance thinks the vote need not go to waste.

"The average three-year compensation paid to the named executives is 480 percent above the median paid to executives at peer companies. In light of Yahoo's relatively weak financial performance, we therefore recommend that shareholders withhold votes from the members of the compensation committee."

The members of the compensation committee, Roy Bostock, Ron Burkle and Arthur Kern, aren't likely to be voted out - but hopefully they'll get the message.