The Big Thumb on the Scale: An Overview of the Proxy Advisory Industry

Abstract

Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. This Closer Look provides a comprehensive review of the proxy advisory industry and the influence of these firms on voting behavior, corporate choices, and outcomes, and it outlines potential reforms for the industry.

We ask:

• How accurate are the voting recommendations of proxy advisory firms? • How influential are they over voting practices and corporate choices? • Should steps be taken to reduce their influence or improve the reliability of their recommendations? • Would greater transparency, back-testing, and regulation improve the market for their services?

Note: The Stanford Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance and executive leadership. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important. Larcker and Tayan are co-authors of the books Corporate Governance Matters and A Real Look at Real World Corporate Governance.

Keywords: Corporate governance, Institutional Shareholder Services, ISS, Glass Lewis, institutional investors, shareholder voting, shareholder activism, shareholder pressure, proxy advisory services, proxy firms, proxy voting, governance quality, compensation design, compensation choices, corporate governance

JEL Classification: G28, K22