Voting against absent directors

Director elections are a key corporate governance mechanism, and attendance of board meetings is typically the only observable measure of individual director effort. However, little is known is about shareholder voting response to director absences. Using data on large UK public companies, we report that shareholder opposition to directors is 1) highly convex in the proportion of meetings they missed in the preceding fiscal year, and 2) unaffected by director absences in the fiscal year before, in spite of 3) absenteeism being persistent from one year to the next. We raise questions about the optimality of investor decision-making in the proxy voting process and draw parallels to the literature on investor reaction to fund performance.