Napster (NSDQ: NAPS), the online music service under pressure from some of its shareholders for a management change or a sale got a small breather when two independent proxy advisors—Proxy Governance and Glass Lewis & Co—concluded that three dissident investors seeking seats on the company’s board are unqualified to be elected. The music company has previously said that the three candidates’ previous work experience—musician, nursing home executive, ice cream franchisee, middle management banking executive—is “irrelevant to a company like Napster”, and the proxy firms concurred in their reports. The company’s annual meeting is scheduled for Sept. 18, and should have some fireworks, at least more than what happened at the Yahoo meeting last month.

But it wasn’t all good news from these proxy firms as LAT says: Glass Lewis’ report gave Napster management low marks for compensation and said it could do a better job linking CEO Chris Gorog’s pay to the company’s performance. Glass Lewis also supported the dissidents’ proposals related to governance issues, including getting rid of the company’s current “poison pill” policy that discourages takeover attempts, reports LABJ. In addition, Proxy Governance made a “withhold” recommendation for the reelection of director Robert Rodin, head of the board’s compensation committee, as a way of expressing concern about executive compensation. More details in release.

• Napster: ‘We’re Open To A Sale’; Vote No On The Ice Cream Franchisee