While investors and analysts say it is unlikely that so many shareholders will withhold their votes, a smaller number could still show palpable investor discontent with Mr. Eisner.

The ballots companies send out allow shareholders to withhold votes from directors, but do not provide alternatives.

While shareholders can withhold their votes from one or more candidates nominated by the board, those candidates will be elected even if a majority of votes are withheld from them.

But last week, some shareholders, including Capital Research and Management, withheld votes from Mr. Case and two associates in the re-election of the company's directors, pressing him to leave the board.

It's puzzling that it took this long for corporate America's owners to rise up against Soviet-style elections, in which shareholders can only withhold their support from incompetent directors, but not oust them.

However, if the disgruntled shareholders withhold more than last year's roughly 30 percent, it would be seen as a further admonishment of the company's management.

Institutional Shareholder Services, an investment advisory service in Rockville, Md., has recommended that shareholders withhold their votes for all three Career Education directors who are up for re-election.

Other shareholders withheld judgment.

In the board election in 2004, shareholders withheld 45 percent of their votes for Mr. Eisner, which led to his eventually being stripped of his chairman's job.

Mr. Rafferty dismissed concerns that shareholders might withhold approval of the deal in hopes of a higher price.