Board Diversity and Shareholder Voting

60 Pages Posted: 18 Nov 2020 Last revised: 23 Sep 2023

See all articles by Ian D. Gow

Ian D. Gow

University of Melbourne - Department of Accounting

David F. Larcker

Stanford Graduate School of Business; Stanford University - Hoover Institution; European Corporate Governance Institute (ECGI)

Edward M. Watts

Yale School of Management

Date Written: November 18, 2020


The lack of diversity across gender and race of corporate boards has been one of the most significant issues in corporate board governance in recent years. Given the critical role that shareholders have in approving director appointments, we analyze voting patterns in director elections to investigate whether and how shareholders value board diversity. Using a broad sample of director elections from 2008 through 2018, we find evidence that shareholders provide greater voting support for diversity on boards, particularly gender diversity. Our findings also indicate greater additional support for diverse boards rather than for individual candidates. However, the magnitude of incremental voting support for diversity is small, and we find little evidence that the additional support is sufficient to affect voting outcomes. These findings persist over time and across key institutional shareholders who have been some of the most outspoken proponents of board diversity (i.e., SRI funds), questioning shareholders' commitment to promoting board diversity.

Keywords: Board of directors; Diversity; Shareholder voting; Environmental, Social, and Governance (ESG)

JEL Classification: G30, G34, G23, M14, J71

Suggested Citation

Gow, Ian D. and Larcker, David F. and Watts, Edward, Board Diversity and Shareholder Voting (November 18, 2020). Rock Center for Corporate Governance at Stanford University Working Paper No. 245, Stanford University Graduate School of Business Research Paper No. 3915, European Corporate Governance Institute – Finance Working Paper 716/2020, Journal of Corporate Finance, Forthcoming, Available at SSRN: or

Ian D. Gow (Contact Author)

University of Melbourne - Department of Accounting ( email )

Melbourne, Victoria 3010 3010

David F. Larcker

Stanford Graduate School of Business ( email )

Graduate School of Business
518 Memorial Way
Stanford, CA 94305-5015
United States
650-725-6159 (Phone)

Stanford University - Hoover Institution ( email )

Stanford, CA 94305
United States

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

Edward Watts

Yale School of Management ( email )

165 Whitney Ave
New Haven, CT 06511

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