For one thing, January’s restructuring of the board of directors has left a bad taste in the mouth of a pair of shareholder advisory firms, who have publicly called upon HP investors to vote against the re-election of as many as three sitting directors and against some say-on-pay proposals.

Sources familiar with the situation confirmed to me that after today’s event, HP’s investor relations team plans to mount what’s being described as a “road show” to counter the recommendations to vote against management made by Institutional Shareholders Services and Glass Lewis among retail investors. Exactly who is involved and whom they plan to visit couldn’t be determined. HP had no comment about it.

At least part of the road show’s mission will be to drive home the highlights of the strategy that Apotheker lays out in his keynote today. But there is some nagging concern that a sufficient number of shareholders, put off by repeated instances of board room drama over the last decade — Carly Fiorina’s ouster in 2002, the pre-texting scandal in 2006, and last year’s departure former CEO Mark Hurd — may vote against the three directors standing for another term: Lawrence Babbio, Sari Baldauf, and Ken Thompson.

That enough investors would vote against management to make a difference may seem unlikely at first until you consider the number of shareholder lawsuits stemming from the Hurd affair that are currently pending both in federal courts and in the Delaware Chancery Court. The fear of an embarrassing defeat for HP and its new board at the annual meeting on March 23 isn’t an unreasonable one.

Then there are the larger questions. As Bernstein analyst Toni Sacconaghi pointed out in a recent note to clients, HP’s stock has underperformed the S&P 500 since Hurd’s departure, and the lag has been driven mostly by uncertainty among investors about its strategy and about Apotheker himself. Its disappointing results in the first quarter didn’t help matters.

There are numerous questions around HP’s hardware strategy, particularly around the PC business. While it has promised to put the WebOS platform it acquired last year when it absorbed Palm into tablets and into every PC it ships, HP is still seen as far behind Apple on the tablet front. We all know why that is.

But the questions go deeper than that. Apotheker, a former CEO of the business software giant SAP, last week sent a strong signal in an interview with Bloomberg News that he plans to acquire some software companies.

What kind of acquisitions? He’s ruled out SAP, for one thing. And in a meeting with Bernstein’s Sacconaghi last month, he said any acquisitions would not be so large as to “keep investors awake at night,” meaning, Sacconaghi suggests, that they would probably not exceed $5 billion. Aside from buying software companies, he’s also signaled that the days of cuts–the hallmark of Mark Hurd’s tenure–are over. Cutting costs is out, investing is in.

But then there’s the larger issue about whether or not Apotheker can steer Hewlett-Packard, the storied Silicon Valley icon, on a course that restores its former glory. The question marks around him on this score are considerable because the task is just so huge. HP is a sprawling $126 billion juggernaut meaning change comes slowly, often in barely perceptible steps that leave impatient investors wondering what’s taking so long.

At the outset, the Apotheker’s strategy appears to be summed up pretty simply: Bring the market-leading position in hardware to bear and combine its offerings with a newly ascendant software business, which together will feed into an IT services business that aims to compete with IBM. It’s not going to be easy and the most important important thing that Apotheker has to do is inspire both analysts and shareholders alike that he’s the man to get the job done. As yet both are understandably skeptical mainly because Apotheker is an unknown quantity.

When Apotheker’s predecessor Mark Hurd took over at HP in 2005, there was very little doubt about what kind of CEO he would be: A relentless, unsentimental cost-cutter, and this much was clear before he was even officially on the job.

And while Apotheker has pointed tentatively in the direction he’d like to take HP, there are still more questions about him than there is certainty. His most important job will be to convince all concerned that he’s the man who can steer HP back on a course to greatness.

PREVIOUSLY:

• Another Advisory Firm Singles Out HP Director Babbio
• Shareholder Group Contends HP’s New Board Is Too Chummy
• “Peripatetic Polyglot” Léo Apotheker Wants to Save HP’s Soul by Buying Software Companies
• HP Earnings Today: Will Léo Apotheker Speak?
• Michael Dell Thinks HP Paid “Way Too Much” for 3Par
• Judge: HP Can Re-Investigate Hurd Departure
• Is This the HP Board That Will Allow Us to Stop Thinking About HP’s Board?
• Meg Whitman, Patricia Russo Among Five Joining HP Board
• HP Plans Another Probe Into Hurd Departure
• Léo Makes It Official: SAP’s Bill Wohl Joins Hewlett-Packard
• Want Enterprise Growth, HP? Think Services
• Mark Hurd Really Wants to Keep the Jodie Fisher Letter Private
• Mark Hurd Doesn’t Want You to Read the Letter That Cost Him His Job
• HP Networking Head: “People Are Tired of Paying for Cisco”
• HP Names Ex-SAP Chief Apotheker as CEO

While ISS advised shareholders to vote against the re-election of three directors Lawrence Babbio, Sari Baldauf, and Ken Thompson, a second report, this one from Glass Lewis, advised a vote against only one director: Babbio, the former vice chairman and president of Verizon, and currently an advisor to the private equity firm Warburg Pincus. (Pictured.)

It’s not the first time the firm has targeted Babbio. It made similar recommendations in 2007 and 2009. Its main concern is executive pay, and the way Lewis Glass sees it, Babbio as chairman of the board’s HR and compensation committee hasn’t worked hard enough to link performance to pay. According to the Glass Lewis analysis, HP paid its executives more than the median of 33 other similarly sized companies. “Overall the company paid more than its peers, but performed moderately worse than its peers.” On executive pay, Glass Lewis gave HP a D on an A-F scale.

The report also faults Babbio for the $35 million severance payout to former CEO Mark Hurd, now a president at Oracle. The costly agreement that has since triggered several shareholder lawsuits was executed on Babbio’s watch. “While it remains to be seen whether Mr. Hurd was truly terminated ‘without cause’ and therefor entitled to his severance payment, we believe members of the HR and compensation committee should be held responsible when severance payments trigger arguably unjustified payouts resulting in litigation,” the report says.

I’ve asked HP for a comment and will add one here when I hear from them. But from the way these advisory reports are reading, and depending on how influential these things usually are, it sounds like HP is facing the potential of a bit of a shareholder revolt. The annual meeting of shareholders is on March 23.

(I initially referred to the advisory firm as Lewis Glass and have now fixed that. Sorry about that.)

Now backing the measure: The Laborers’ International Union of North America and Institutional Shareholder Services, one of the most influential proxy advisory outfits around.

“ISS believes that shareholders would benefit by having a report on the company’s succession plans disclosed annually,” ISS said. “Such a report would enable shareholders to judge the board on its readiness and willingness to meet the demands of succession planning based on the circumstances at that time.”

That may be so, but according to Apple, which recommends shareholders vote against it, such a report would also give the company’s rivals unfair advantage by publicizing its objectives and plans and would undermine its efforts to recruit and retain champion executives. “The company takes succession planning seriously, and the board has adopted a comprehensive process to ensure continuity and maintain the superior quality of its management team,” Apple said in its 2011 proxy statement. “This process also allows flexibility to adjust to unanticipated changes in the market.”

What it doesn’t allow for is transparency, something investors might appreciate with Jobs now on his third medical leave from Apple.

Listening to all the birds-on-a-wire chatter about what will happen in the latest round of the never-ending Microsoft-Yahoo saga, it’s still hard to know what to think, given the ever-increasing noise around the proceedings, which will continue until Yahoo’s Aug. 1 shareholder meeting.

Yesterday, it got louder still as Yahoo Chairman Roy Bostock and CEO Jerry Yang sent out far and wide yet another stinkbomb letter, calling activist investor Carl Icahn a money-grubbing “corporate agitator.”

Well, yes–not that there’s anything wrong with that!

Unless you are shocked, shocked, that gambling is going on here, as Yahoo (YHOO) apparently is (not really, but it makes for a good story).

But not content to stop there, Yahoo spun a tale of what BoomTown can only describe as a sitcom paranoid fantasy about Microsoft (MSFT).

Essentially accusing Microsoft of trying to grab Yahoo on the cheap, Yahoo mocked its odd-couple “alliance” with Icahn.

“Microsoft’s flip-flops and inconsistencies over the past five months are so stupefying that one can only conclude that Microsoft was never fully committed to acquiring Yahoo,” they wrote.

Doubtless, today or tomorrow will bring a fresh retort from Icahn or Microsoft, full of the same not-so-sweet nothings (and by nothings, I mean nothing).

But enough of the past! It’s time to look to the future, sketching out some possibilities of what’s really going to happen.

There is no question that Icahn has no choice but to keep up the fight, although there’s also no question in my mind that he will remain in touch with Yahoo in some way, in order to hint that he is willing to accept a few board seats.

What Icahn truly needs, though, is to present a solid management team and a cogent plan, if he has any hope of convincing major investors to back him.

Because while many are decidedly unhappy with Yang and the current Yahoo board, taking such a major step as dumping them and leaving the company in Icahn’s hands–even for the short time he would be there–is decidedly more risky.

Can you say massive employee exodus, which will make the current spate of departures look minor? Can you say complete lack of leverage with Microsoft? Can you say cut off your nose to spite your face?

Meanwhile, Microsoft will refuse to engage in discussions with the current Yahoo board, and will keep up its current talks with Time Warner’s (TWX) AOL to keep the pressure on.

But if Microsoft does consummate that deal, it will have forever turned its back on Yahoo and its chance to grab hold of Yahoo’s search advertising and, perhaps, even its display business.

That would be a really dopey move, if the company truly means what it says about wanting to be competitive in online advertising.

While Microsoft probably should pay up and buy all of Yahoo to get what it wants, that boat has sailed.

It would be better if Microsoft tried to formulate a three-way deal in which AOL and Yahoo merge and Microsoft invests in the newco, becoming its search and search-ad provider.

In that way, regulatory issues over the obvious communications monopoly, were Microsoft and Yahoo to merge, would be moot, and the combined dominant content properties of Yahoo and AOL would command premium display-ad prices.

For Yahoo’s board, the situation is actually simpler. First, the board has been publicly insisting that it will sell Yahoo whole for $33, mostly because it cannot do otherwise.

Why? Well, it would be sued until the next millennium if it accepts any price lower than what was once offered by Microsoft. Only a new board could accept a lower price.

In order to prevent that from happening and keep shareholders from voting them out, Yang and the board must begin to concretely sketch out what they will do to fix Yahoo and bring its share price back up.

Yahoo has already indicated it could sell its Asian assets, which would bring in about $9 billion to dole out to shareholders. And there are certainly other moves it could make.

But probably what Yahoo has to do most of all is give shareholders a sense that its leadership going forward can handle the challenges ahead or is willing to change as needed to meet the challenges.

I sense that Yang is perfectly willing to entertain the idea of bulked-up and broadened management at Yahoo.

And while I do not think it likely, I suspect Yang would even step aside as CEO if that’s what it would take to keep Yahoo independent or allow it to make alliances to become stronger.

How this ultimately plays out will come clearer when proxy and investor services outfits–such as Proxy Governance, Institutional Shareholder Services and Glass Lewis & Co.–come out with their recommendations to Yahoo shareholders about a week before the Aug. 1 meeting.

By then, there will be a better sense of where the vote is going. And that, in the end, is all that truly matters.