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Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation

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  • Martijn Cremers
  • Roberta Romano

Abstract

This paper examines the impact on shareholder voting of the mutual fund voting disclosure regulation adopted by the SEC in 2003, using a paired sample of management proposals on executive equity incentive compensation plans submitted before and after the rule change. While voting support for management has decreased over time, we find no evidence that mutual funds' support for management declined after the rule change, as expected by advocates of disclosure. In fact, we find evidence of increased support for management by mutual funds after the change. There is some evidence that firms sponsoring such proposals both before and after the rule change differ from those sponsoring a proposal only before the change. For example, firms are more likely to sponsor a proposal both before and after the rule change if they have higher mutual fund ownership. Such endogeneity could partly explain our findings of increased support after the rule.

Suggested Citation

  • Martijn Cremers & Roberta Romano, 2009. "Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Regulation," NBER Working Papers 15449, National Bureau of Economic Research, Inc.
    • Handle: RePEc:nbr:nberwo:15449
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    References listed on IDEAS

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    10. Roberta Romano, 2001. "Less is More: Making Shareholder Activism a Valuable Mechanism of Corporate Governance," CeRP Working Papers 12, Center for Research on Pensions and Welfare Policies, Turin (Italy).
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    Cited by:

    1. Yafeh, Yishay & Hamdani, Assaf, 2010. "Institutional Investors as Minority Shareholders: Do They Matter When Ownership Is Concentrated?," CEPR Discussion Papers 7934, C.E.P.R. Discussion Papers.
    2. Dasgupta, Amil & Zachariadis, Konstantinos, 2011. "Delegated activism and disclosure," LSE Research Online Documents on Economics 43078, London School of Economics and Political Science, LSE Library.

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    JEL classification:

    • G2 - Financial Economics - - Financial Institutions and Services
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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