Understanding Uncontested Director Elections

• 成果类型: Article
• 署名作者: Ertimur, Yonca; Ferri, Fabrizio; Oesch, David
• 署名单位: University of Colorado System; University of Colorado Boulder; Columbia University; University of Zurich
• 刊物名称: MANAGEMENT SCIENCE
• ISSN/ISSBN: 0025-1909
• DOI: 10.1287/mnsc.2017.2760
• 发表日期: 2018
• 页码: 3400-3420
• 关键词: Director elections; shareholder votes; proxy advisors; Board of directors; SHAREHOLDER ACTIVISM

摘要

We examine the determinants and consequences of voting outcomes in uncontested director elections. Exploiting a unique hand-collected data set of the rationale behind proxy advisors' recommendations-the primary driver of voting outcomes-we document the director and board characteristics on which voting shareholders focus (as well as those that they neglect), their evolution over time, and their relative importance. Absent a negative recommendation, high votes withheld are infrequent, highlighting the agenda-setting role of proxy advisors. While high votes withheld rarely result in director turnover, our analyses show that firms often respond to an adverse vote by explicitly addressing the underlying concern. Overall, it appears that shareholders use their votes in uncontested director elections to get directors to address specific problems, rather than to vote them onto or off of the board, but they do so only on matters highlighted by the proxy advisors.