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Proxy Voting on CEO Pay: Evidence from Rejection of the Inevitable Disclosure Doctrine

Author

Listed:
  • Xiaohui Li

    (The School of Accounting and Finance, Hong Kong Polytechnic University)

  • Yao Shen

    (Zicklin School of Business, c, City Univeristy of New York)

  • Jing Xie

    (Department of Finance and Business Economics, Faculty of Business Administration, University of Macau)

Abstract

We find that investors are more negative towards firm management in proxy voting when CEOs have higher job mobility. Specifically, we document an increased dissenting vote against management-sponsored compensation proposals after an exogenous positive shock to CEO job mobility. Consistent with the rent extraction hypothesis, the effect is more pronounced for firms with poor past performance, overpaid CEOs, and weaker corporate governance. Proxy advisors recommend more against firm management after the shock, casting a larger influence on voting outcomes. Moreover, our investor level analysis suggests that larger investors care less about job mobility in their voting.

Suggested Citation

  • Xiaohui Li & Yao Shen & Jing Xie, 2024. "Proxy Voting on CEO Pay: Evidence from Rejection of the Inevitable Disclosure Doctrine," Working Papers 202412, University of Macau, Faculty of Business Administration.
    • Handle: RePEc:boa:wpaper:202412
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    References listed on IDEAS

    as
    1. Eisfeldt, Andrea L. & Kuhnen, Camelia M., 2013. "CEO turnover in a competitive assignment framework," Journal of Financial Economics, Elsevier, vol. 109(2), pages 351-372.
    2. David F. Larcker & Allan L. McCall & Gaizka Ormazabal, 2015. "Outsourcing Shareholder Voting to Proxy Advisory Firms," Journal of Law and Economics, University of Chicago Press, vol. 58(1), pages 173-204.
    3. Callen, Jeffrey L. & Fang, Xiaohua & Zhang, Wenjun, 2020. "Protection of proprietary information and financial reporting opacity: Evidence from a natural experiment," Journal of Corporate Finance, Elsevier, vol. 64(C).
    4. Calluzzo, Paul & Kedia, Simi, 2019. "Mutual fund board connections and proxy voting," Journal of Financial Economics, Elsevier, vol. 134(3), pages 669-688.
    5. Xavier Gabaix & Augustin Landier, 2008. "Why has CEO Pay Increased So Much?," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 123(1), pages 49-100.
    6. Yermack, David, 1997. "Good Timing: CEO Stock Option Awards and Company News Announcements," Journal of Finance, American Finance Association, vol. 52(2), pages 449-476, June.
    7. Christopher S. Armstrong & Ian D. Gow & David F. Larcker, 2013. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 909-950, December.
    8. Marianne Bertrand & Sendhil Mullainathan, 2003. "Enjoying the Quiet Life? Corporate Governance and Managerial Preferences," Journal of Political Economy, University of Chicago Press, vol. 111(5), pages 1043-1075, October.
    9. Schwartz-Ziv, Miriam & Wermers, Russ, 2022. "Do institutional investors monitor their large-scale vs. small-scale investments differently? Evidence from the say-on-pay vote," Journal of Banking & Finance, Elsevier, vol. 141(C).
    10. Caroline Flammer & Aleksandra Kacperczyk, 2019. "Corporate social responsibility as a defense against knowledge spillovers: Evidence from the inevitable disclosure doctrine," Strategic Management Journal, Wiley Blackwell, vol. 40(8), pages 1243-1267, August.
    11. Peter Iliev & Michelle Lowry, 2015. "Are Mutual Funds Active Voters?," The Review of Financial Studies, Society for Financial Studies, vol. 28(2), pages 446-485.
    12. Gormley, Todd A. & Matsa, David A., 2016. "Playing it safe? Managerial preferences, risk, and agency conflicts," Journal of Financial Economics, Elsevier, vol. 122(3), pages 431-455.
    13. Custódio, Cláudia & Ferreira, Miguel A. & Matos, Pedro, 2013. "Generalists versus specialists: Lifetime work experience and chief executive officer pay," Journal of Financial Economics, Elsevier, vol. 108(2), pages 471-492.
    14. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    15. Qiu, Buhui & Wang, Teng, 2018. "Does Knowledge Protection Benefit Shareholders? Evidence from Stock Market Reaction and Firm Investment in Knowledge Assets," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 53(3), pages 1341-1370, June.
    16. He, Jie (Jack) & Huang, Jiekun & Zhao, Shan, 2019. "Internalizing governance externalities: The role of institutional cross-ownership," Journal of Financial Economics, Elsevier, vol. 134(2), pages 400-418.
    17. Matvos, Gregor & Ostrovsky, Michael, 2010. "Heterogeneity and peer effects in mutual fund proxy voting," Journal of Financial Economics, Elsevier, vol. 98(1), pages 90-112, October.
    18. Gao, Huasheng & Luo, Juan & Tang, Tilan, 2015. "Effects of managerial labor market on executive compensation: Evidence from job-hopping," Journal of Accounting and Economics, Elsevier, vol. 59(2), pages 203-220.
    19. Shivaram Rajgopal & Terry Shevlin & Valentina Zamora, 2006. "CEOs' Outside Employment Opportunities and the Lack of Relative Performance Evaluation in Compensation Contracts," Journal of Finance, American Finance Association, vol. 61(4), pages 1813-1844, August.
    20. Huasheng Gao & Huai Zhang & Jin Zhang, 2018. "Employee turnover likelihood and earnings management: evidence from the inevitable disclosure doctrine," Review of Accounting Studies, Springer, vol. 23(4), pages 1424-1470, December.
    21. Canil, Jean & Karpavičius, Sigitas & Li, Shihe & Yu, Chia-Feng, 2022. "Say on mobility:Do CEO outside opportunities affect shareholder say on pay?," Finance Research Letters, Elsevier, vol. 47(PB).
    22. Nadya Malenko & Yao Shen, 2016. "The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design," The Review of Financial Studies, Society for Financial Studies, vol. 29(12), pages 3394-3427.
    23. Yinghua Li & Yupeng Lin & Liandong Zhang, 2018. "Trade Secrets Law and Corporate Disclosure: Causal Evidence on the Proprietary Cost Hypothesis," Journal of Accounting Research, Wiley Blackwell, vol. 56(1), pages 265-308, March.
    24. Yupeng Lin & Florian Peters & Hojun Seo, 2022. "Enforceability of Noncompetition Agreements and Forced Turnovers of Chief Executive Officers," Journal of Law and Economics, University of Chicago Press, vol. 65(1), pages 177-209.
    25. Dey, Aiyesha & White, Joshua T., 2021. "Labor mobility and antitakeover provisions," Journal of Accounting and Economics, Elsevier, vol. 71(2).
    26. Peter Iliev & Svetla Vitanova, 2019. "The Effect of the Say-on-Pay Vote in the United States," Management Science, INFORMS, vol. 65(10), pages 4505-4521, October.
    27. repec:oup:revfin:v:29:y:2016:i:12:p:3394-3427. is not listed on IDEAS
    28. John R. Graham & Si Li & Jiaping Qiu, 2011. "Managerial Attributes and Executive Compensation," NBER Working Papers 17368, National Bureau of Economic Research, Inc.
    29. Alexander W. Butler & Umit G. Gurun, 2012. "Educational Networks, Mutual Fund Voting Patterns, and CEO Compensation," The Review of Financial Studies, Society for Financial Studies, vol. 25(8), pages 2533-2562.
    30. 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.
    31. Fabrizio Ferri & David A. Maber, 2013. "Say on Pay Votes and CEO Compensation: Evidence from the UK," Review of Finance, European Finance Association, vol. 17(2), pages 527-563.
    32. Davis, Gerald F. & Kim, E. Han, 2007. "Business ties and proxy voting by mutual funds," Journal of Financial Economics, Elsevier, vol. 85(2), pages 552-570, August.
    33. Bebchuk, Lucian A. & Fried, Jesse M., 2003. "Executive Compensation as an Agency Problem," Berkeley Olin Program in Law & Economics, Working Paper Series qt81q3136r, Berkeley Olin Program in Law & Economics.
    34. Lucian Arye Bebchuk & Jesse M. Fried, 2003. "Executive Compensation as an Agency Problem," Journal of Economic Perspectives, American Economic Association, vol. 17(3), pages 71-92, Summer.
    35. Viral V. Acharya & Paolo F. Volpin, 2010. "Corporate Governance Externalities," Review of Finance, European Finance Association, vol. 14(1), pages 1-33.
    36. David L. Dicks, 2012. "Executive Compensation and the Role for Corporate Governance Regulation," The Review of Financial Studies, Society for Financial Studies, vol. 25(6), pages 1971-2004.
    37. Klasa, Sandy & Ortiz-Molina, Hernán & Serfling, Matthew & Srinivasan, Shweta, 2018. "Protection of trade secrets and capital structure decisions," Journal of Financial Economics, Elsevier, vol. 128(2), pages 266-286.
    38. Marianne Bertrand & Sendhil Mullainathan, 2001. "Are CEOs Rewarded for Luck? The Ones Without Principals Are," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 116(3), pages 901-932.
    39. Chen, Kevin D. & Guay, Wayne R., 2020. "Busy Directors and Shareholder Satisfaction," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 55(7), pages 2181-2210, November.
    40. Nickolay Gantchev & Mariassunta Giannetti, 2021. "The Costs and Benefits of Shareholder Democracy: Gadflies and Low-Cost Activism [How close are shareholder votes?]," The Review of Financial Studies, Society for Financial Studies, vol. 34(12), pages 5629-5675.
    41. Chester S. Spatt, 2021. "Proxy Advisory Firms, Governance, Market Failure, and Regulation," The Review of Corporate Finance Studies, Society for Financial Studies, vol. 10(1), pages 136-157.
    42. Raymond J. Fisman & Rakesh Khurana & Matthew Rhodes-Kropf & Soojin Yim, 2014. "Governance and CEO Turnover: Do Something or Do the Right Thing?," Management Science, INFORMS, vol. 60(2), pages 319-337, February.
    43. Michael S. Weisbach, 2007. "Optimal Executive Compensation versus Managerial Power: A Review of Lucian Bebchuk and Jesse Fried's Pay without Performance: The Unfulfilled Promise of Executive Compensation," Journal of Economic Literature, American Economic Association, vol. 45(2), pages 419-428, June.
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    More about this item

    Keywords

    Proxy Voting; Executive Compensation; Labor Market; Proxy Advisor; Mutual Funds;
    All these keywords.

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • J33 - Labor and Demographic Economics - - Wages, Compensation, and Labor Costs - - - Compensation Packages; Payment Methods
    • M12 - Business Administration and Business Economics; Marketing; Accounting; Personnel Economics - - Business Administration - - - Personnel Management; Executives; Executive Compensation

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