Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay

49 Pages Posted: 25 Mar 2013 Last revised: 26 Feb 2016

Fabrizio Ferri

Miami Business School

David Oesch

University of Zurich

Date Written: July 10, 2015

Abstract

The literature on shareholder voting has mostly focused on the influence of proxy advisors on shareholder votes. We exploit a unique empirical setting enabling us to provide a direct estimate of management’s influence. Analyzing shareholder votes on the frequency of future say on pay votes, we find that a management recommendation for a particular frequency is associated with a 26% increase in voting support for that frequency. Additional tests suggest that the documented association is likely to capture a causal effect. Management influence varies across firms and is smaller at firms where perceived management credibility is lower. Compared to firms adopting an annual frequency, firms following management’s recommendation to adopt a triennial frequency are significantly less likely to change their compensation practices in response to an adverse say on pay vote, consistent with the notion that a less frequent vote results in lower management accountability.

Keywords: Say on pay, say when on pay, shareholder votes, management influence, CEO compensation, shareholder activism

JEL Classification: G34, G38, J33, M12

Suggested Citation

Ferri, Fabrizio and Oesch, David, Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay (July 10, 2015). Contemporary Accounting Research, Forthcoming; Columbia Business School Research Paper No. 13-17. Available at SSRN: https://ssrn.com/abstract=2238999 or http://dx.doi.org/10.2139/ssrn.2238999

Fabrizio Ferri (Contact Author)

Miami Business School ( email )

Coral Gables, FL 33146-6531
United States

David Oesch

University of Zurich ( email )

Rämistrasse 71
Zürich, CH-8006
Switzerland

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