Picking Friends Before Picking (Proxy) Fights: How Mutual Fund Voting Shapes Proxy Contests.

Abstract

This paper provides the first comprehensive study of mutual fund voting in proxy contests. Funds tend to vote against incumbent management at firms with weak operating and financial performance, and in favor of dissidents with credible track records. Passive funds are active monitors although they are more supportive of incumbent management than active funds. We document a positive selection effect: dissidents are more likely to initiate contests and proceed to voting when shareholders are expected to be more supportive based on observable and unobservable event characteristics as well as inherent pro-activist investor stance. Overall, institutional investors play a pivotal role in shaping the initiation and outcomes of proxy contests.

Keywords: Mutual fund voting, proxy contest, selective targeting, investor stance

JEL Classification: G320, G340, G380