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Do Director Elections Matter?

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  • Vyacheslav Fos
  • Kai Li
  • Margarita Tsoutsoura

Abstract

Using a hand-collected sample of election nominations for more than 30,000 directors over the period 2001–2010, we construct a novel measure of director proximity to elections called Years-to-election. We find that the closer directors of a board are to their next elections, the higher CEO turnover-performance sensitivity is. A series of tests, including one that exploits variation in Years-to-election that comes from other boards, supports a causal interpretation. Further analyses show that other governance mechanisms do not drive the relation between board Years-to-election and CEO turnover-performance sensitivity. We conclude that director elections have important implications for corporate governance. Received March 10, 2016; editorial decision May 19, 2017 by Editor Itay Goldstein.

Suggested Citation

  • Vyacheslav Fos & Kai Li & Margarita Tsoutsoura, 2018. "Do Director Elections Matter?," The Review of Financial Studies, Society for Financial Studies, vol. 31(4), pages 1499-1531.
    • Handle: RePEc:oup:rfinst:v:31:y:2018:i:4:p:1499-1531.
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    Cited by:

    1. Aggarwal, Reena & Dahiya, Sandeep & Prabhala, Nagpurnanand R., 2019. "The power of shareholder votes: Evidence from uncontested director elections," Journal of Financial Economics, Elsevier, vol. 133(1), pages 134-153.
    2. Gow, Ian D. & Larcker, David F. & Watts, Edward M., 2023. "Board diversity and shareholder voting," Journal of Corporate Finance, Elsevier, vol. 83(C).
    3. Vafeas, Nikos & Vlittis, Adamos, 2019. "Board executive committees, board decisions, and firm value," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 43-63.
    4. Artiga González, Tanja & Calluzzo, Paul & Granic, Georg D., 2023. "Ballot order effects in independent director elections," Journal of Behavioral and Experimental Finance, Elsevier, vol. 39(C).
    5. Donaldson, Jason & Piacentino, Giorgia & Malenko, Nadya, 2017. "Deadlock on the Board," CEPR Discussion Papers 12503, C.E.P.R. Discussion Papers.
    6. Marina Gertsberg & Johanna Mollerstrom & Michaela Pagel, 2021. "Gender Quotas and Support for Women in Board Elections," NBER Working Papers 28463, National Bureau of Economic Research, Inc.
    7. Calluzzo, Paul & Kedia, Simi, 2019. "Mutual fund board connections and proxy voting," Journal of Financial Economics, Elsevier, vol. 134(3), pages 669-688.
    8. Wang, Xianjue, 2021. "Disclosure by firms under voting pressure," International Review of Financial Analysis, Elsevier, vol. 78(C).
    9. Peter Iliev & Jonathan Kalodimos & Michelle Lowry, 2021. "Investors’ Attention to Corporate Governance [The “Wall Street Walk” and shareholder activism: Exit as a form of voice]," The Review of Financial Studies, Society for Financial Studies, vol. 34(12), pages 5581-5628.
    10. Nemmara K. Chidambaran & Yun Liu & Nagpurnanand Prabhala, 2022. "Director diversity and inclusion: At the table but in the game?," Financial Management, Financial Management Association International, vol. 51(1), pages 193-225, March.
    11. Laurent Bouton & Aniol Llorente-Saguer & Antonin Macé & Dimitrios Xefteris, 2024. "Voting Rights, Agenda Control and Information Aggregation," Journal of the European Economic Association, European Economic Association, vol. 22(6), pages 2598-2647.
    12. Pablo Ruiz‐Verdú & Ravi Singh, 2021. "Public Thrift, Private Perks: Signaling Board Independence with Executive Pay," Journal of Finance, American Finance Association, vol. 76(2), pages 845-891, April.
    13. C.S. Agnes Cheng & Iftekhar Hasan & Feng Tang & Jing Xie, 2024. "Market Feedback Effect on CEO Pay: Evidence from Peers’ Say-on-Pay Voting Failures," Working Papers 202408, University of Macau, Faculty of Business Administration.
    14. Vávra, Jan & Duží, Barbora & Lapka, Miloslav & Cudlínová, Eva & Rikoon, J. Sanford, 2019. "Socio-economic context of soil erosion: A comparative local stakeholders’ case study from traditional agricultural region in the Czech Republic," Land Use Policy, Elsevier, vol. 84(C), pages 127-137.
    15. Wang, Xianjue, 2022. "Disloyal managers and proxy voting," Finance Research Letters, Elsevier, vol. 44(C).
    16. Ning Cai & Wen He & Guoqiang Wu & Xin Yu, 2024. "Online voting and minority shareholder dissent: Evidence from China," Financial Management, Financial Management Association International, vol. 53(2), pages 327-352, June.
    17. Zhang, Shuran, 2021. "Directors’ career concerns: Evidence from proxy contests and board interlocks," Journal of Financial Economics, Elsevier, vol. 140(3), pages 894-915.

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