Does the Director Election System Matter? Evidence from Majority Voting

Abstract:     
We examine the effect of a change in the director election system — the switch from a plurality voting standard to a more stringent standard known as majority voting (MV). Using a regression discontinuity design, we document abnormal returns of 1.43-1.60% around annual meeting dates where shareholder proposals to adopt MV are voted upon, suggesting that shareholders perceive the adoption of MV to be value enhancing. While we do not find an association between the percentage of votes withheld from a given director and the likelihood of her subsequent departure (regardless of the director election system), we document an increase in boards’ responsiveness to shareholders at MV firms. In particular, relative to a propensity score-matched control sample, firms adopting MV exhibit an increase in the rate of implementation of shareholder proposals supported by a majority vote and in the responsiveness to votes withheld from directors up for election. Overall, it appears that, rather than a channel to remove specific directors, director elections are viewed by shareholders as a means to obtain specific governance changes and that, in this respect, their ability to obtain such changes is stronger under a MV standard.

Number of Pages in PDF File: 53

Keywords: majority voting, director elections, shareholder votes, shareholder proposals, director turnover

JEL Classification: G34

working papers series