IDEAS home Printed from https://ideas.repec.org/a/inm/ormnsc/v66y2020i4p1717-1736.html
   My bibliography  Save this article

Managerial Reliance on the Retail Shareholder Vote: Evidence from Proxy Delivery Methods

Author

Listed:
  • Choonsik Lee

    (College of Business, University of Rhode Island, Kingston, Rhode Island 02881)

  • Matthew E. Souther

    (Department of Finance, Darla Moore School of Business, University of South Carolina, Columbia, South Carolina 29208)

Abstract

Recent studies document the increasing effectiveness of shareholder voting as a monitoring mechanism. Because both directors and the market respond to shareholder votes, management has stronger incentives to influence voting outcomes. We identify one channel through which management can affect voting outcomes: increasing the turnout of (typically management-friendly) retail shareholders. Our study focuses on an observable managerial choice of how to deliver proxy materials to maximize retail turnout. Management can opt to send a full set of proxy materials to all shareholders, which increases retail turnout but also increases printing and mailing costs, or they can send a notice directing shareholders to proxy materials available online, which reduces costs but also decreases retail turnout. We find that managers are more likely to choose to deliver a full set of proxy materials when there are contentious items on the ballot for which they need additional voting support; and, indeed, the resulting support increases the likelihood that voting outcomes will align with management recommendations.

Suggested Citation

  • Choonsik Lee & Matthew E. Souther, 2020. "Managerial Reliance on the Retail Shareholder Vote: Evidence from Proxy Delivery Methods," Management Science, INFORMS, vol. 66(4), pages 1717-1736, April.
    • Handle: RePEc:inm:ormnsc:v:66:y:2020:i:4:p:1717-1736
    DOI: 10.1287/mnsc.2018.3260
    as

    Download full text from publisher

    File URL: https://doi.org/10.1287/mnsc.2018.3260
    Download Restriction: no
    File URL: https://libkey.io/10.1287/mnsc.2018.3260?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Young, Philip J. & Millar, James A. & Glezen, G. William, 1993. "Trading volume, management solicitation, and shareholder voting," Journal of Financial Economics, Elsevier, vol. 33(1), pages 57-71, February.
    2. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2018. "Understanding Uncontested Director Elections," Management Science, INFORMS, vol. 64(7), pages 3400-3420, July.
    3. Christopher S. Armstrong & Ian D. Gow & David F. Larcker, 2013. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 909-950, December.
    4. Gordon, Lilli A & Pound, John, 1993. "Information, Ownership Structure, and Shareholder Voting: Evidence from Shareholder-Sponsored Corporate Governance Proposals," Journal of Finance, American Finance Association, vol. 48(2), pages 697-718, June.
    5. Peter Iliev & Michelle Lowry, 2015. "Are Mutual Funds Active Voters?," The Review of Financial Studies, Society for Financial Studies, vol. 28(2), pages 446-485.
    6. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2013. "Shareholder Votes and Proxy Advisors: Evidence from Say on Pay," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 951-996, December.
    7. Stephen P. Baginski & Sarah B. Clinton & Sean T. Mcguire, 2014. "Forward†Looking Voluntary Disclosure in Proxy Contests," Contemporary Accounting Research, John Wiley & Sons, vol. 31(4), pages 1008-1046, December.
    8. Graham, John R. & Harvey, Campbell R. & Rajgopal, Shiva, 2005. "The economic implications of corporate financial reporting," Journal of Accounting and Economics, Elsevier, vol. 40(1-3), pages 3-73, December.
    9. Tim Loughran & Bill Mcdonald, 2014. "Measuring Readability in Financial Disclosures," Journal of Finance, American Finance Association, vol. 69(4), pages 1643-1671, August.
    10. Yair Listokin, 2008. "Management Always Wins the Close Ones," American Law and Economics Review, American Law and Economics Association, vol. 10(2), pages 159-184.
    11. Nadya Malenko & Yao Shen, 2016. "The Role of Proxy Advisory Firms: Evidence from a Regression-Discontinuity Design," The Review of Financial Studies, Society for Financial Studies, vol. 29(12), pages 3394-3427.
    12. Fabrizio Ferri & David Oesch, 2016. "Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay," Contemporary Accounting Research, John Wiley & Sons, vol. 33(4), pages 1337-1374, December.
    13. Jarrell, Gregg A. & Poulsen, Annette B., 1987. "Shark repellents and stock prices : The effects of antitakeover amendments since 1980," Journal of Financial Economics, Elsevier, vol. 19(1), pages 127-168, September.
    14. repec:oup:revfin:v:29:y:2016:i:12:p:3394-3427. is not listed on IDEAS
    15. Davis, Gerald F. & Kim, E. Han, 2007. "Business ties and proxy voting by mutual funds," Journal of Financial Economics, Elsevier, vol. 85(2), pages 552-570, August.
    16. Akyol, Ali C. & Raff, Konrad & Verwijmeren, Patrick, 2017. "The elimination of broker voting in director elections," Finance Research Letters, Elsevier, vol. 21(C), pages 34-39.
    17. Fischer, Paul E. & Gramlich, Jeffrey D. & Miller, Brian P. & White, Hal D., 2009. "Investor perceptions of board performance: Evidence from uncontested director elections," Journal of Accounting and Economics, Elsevier, vol. 48(2-3), pages 172-189, December.
    18. Larcker, David F. & McCall, Allan L. & Ormazabal, Gaizka, 2013. "Proxy advisory firms and stock option repricing," Journal of Accounting and Economics, Elsevier, vol. 56(2), pages 149-169.
    19. John M. Griffin & Jeffrey H. Harris & Tao Shu & Selim Topaloglu, 2011. "Who Drove and Burst the Tech Bubble?," Journal of Finance, American Finance Association, vol. 66(4), pages 1251-1290, August.
    20. Brickley, James A. & Lease, Ronald C. & Smith, Clifford Jr., 1988. "Ownership structure and voting on antitakeover amendments," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 267-291, January.
    21. Li, Feng, 2008. "Annual report readability, current earnings, and earnings persistence," Journal of Accounting and Economics, Elsevier, vol. 45(2-3), pages 221-247, August.
    22. Guercio, Diane Del & Hawkins, Jennifer, 1999. "The motivation and impact of pension fund activism," Journal of Financial Economics, Elsevier, vol. 52(3), pages 293-340, June.
    23. Denis, David J & Denis, Diane K, 1995. "Performance Changes Following Top Management Dismissals," Journal of Finance, American Finance Association, vol. 50(4), pages 1029-1057, September.
    24. Valentin Dimitrov & Prem C. Jain, 2011. "It's Showtime: Do Managers Report Better News Before Annual Shareholder Meetings?," Journal of Accounting Research, Wiley Blackwell, vol. 49(5), pages 1193-1221, December.
    25. White, Halbert, 1980. "A Heteroskedasticity-Consistent Covariance Matrix Estimator and a Direct Test for Heteroskedasticity," Econometrica, Econometric Society, vol. 48(4), pages 817-838, May.
    26. Roychowdhury, Sugata, 2006. "Earnings management through real activities manipulation," Journal of Accounting and Economics, Elsevier, vol. 42(3), pages 335-370, December.
    27. Cindy R. Alexander & Mark A. Chen & Duane J. Seppi & Chester S. Spatt, 2010. "Interim News and the Role of Proxy Voting Advice," The Review of Financial Studies, Society for Financial Studies, vol. 23(12), pages 4419-4454, December.
    28. Jennifer E. Bethel & Stuart L. Gillan, 2002. "The Impact of the Institutional and Regulatory Environment on Shareholder Voting," Financial Management, Financial Management Association, vol. 31(4), Winter.
    29. Bens, Daniel A. & Nagar, Venky & Skinner, Douglas J. & Wong, M. H. Franco, 2003. "Employee stock options, EPS dilution, and stock repurchases," Journal of Accounting and Economics, Elsevier, vol. 36(1-3), pages 51-90, December.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Bilal Hafeez & M. Humayun Kabir & Udomsak Wongchoti, 2022. "Are retail investors really passive? Shareholder activism in the digital age," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(3-4), pages 423-460, March.
    2. Lin, Xiaowei & Huang, Hung-Yi & Lee, Yun-Chi, 2023. "Proxy solicitation, ownership structure, and bank cash dividends," Economic Analysis and Policy, Elsevier, vol. 78(C), pages 15-23.
    3. Chung, Kee H. & Lee, Choonsik, 2020. "Voting methods for director election, monitoring costs, and institutional ownership," Journal of Banking & Finance, Elsevier, vol. 113(C).
    4. Lee, Eugenia Y. & Ha, Wonsuk, 2023. "Electronic voting in shareholder meetings and the market value of cash holdings," International Review of Financial Analysis, Elsevier, vol. 89(C).
    5. Lee, Choonsik, 2021. "Mitigating information imperfections in proxy contests: The effect of dissidents' proxy solicitation," Journal of Corporate Finance, Elsevier, vol. 69(C).

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Lee, Choonsik, 2021. "Mitigating information imperfections in proxy contests: The effect of dissidents' proxy solicitation," Journal of Corporate Finance, Elsevier, vol. 69(C).
    2. Yonca Ertimur & Fabrizio Ferri & David Oesch, 2018. "Understanding Uncontested Director Elections," Management Science, INFORMS, vol. 64(7), pages 3400-3420, July.
    3. Ferri, Fabrizio & Oesch, David, 2013. "Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay," Working Papers on Finance 1329, University of St. Gallen, School of Finance.
    4. Farizo, Joseph D., 2022. "(Black)Rock the vote: Index funds and opposition to management," Journal of Corporate Finance, Elsevier, vol. 76(C).
    5. Duan, Ying & Jiao, Yawen & Tam, Kinsun, 2021. "Conflict of interest and proxy voting by institutional investors," Journal of Corporate Finance, Elsevier, vol. 70(C).
    6. Tao Li, 2018. "Outsourcing Corporate Governance: Conflicts of Interest Within the Proxy Advisory Industry," Management Science, INFORMS, vol. 64(6), pages 2951-2971, June.
    7. Steve Sauerwald & J. (Hans) Van Oosterhout & Marc Van Essen, 2016. "Expressive Shareholder Democracy: A Multilevel Study of Shareholder Dissent in 15 Western European Countries," Journal of Management Studies, Wiley Blackwell, vol. 53(4), pages 520-551, June.
    8. Jiekun Huang, 2023. "Thy Neighbor’s Vote: Peer Effects in Proxy Voting," Management Science, INFORMS, vol. 69(7), pages 4169-4189, July.
    9. Bolton, Patrick & Li, Tao & Ravina, Enrichetta & Rosenthal, Howard, 2020. "Investor ideology," Journal of Financial Economics, Elsevier, vol. 137(2), pages 320-352.
    10. Dressler, Efrat, 2020. "Voice and power: Do institutional shareholders make use of their voting power?," Journal of Corporate Finance, Elsevier, vol. 65(C).
    11. He, Yazhou Ellen, 2021. "Communications in proxy contests," Journal of Corporate Finance, Elsevier, vol. 69(C).
    12. Renneboog, L.D.R. & Szilagyi, P.G., 2009. "Shareholder Activism through the Proxy Process," Other publications TiSEM cc25d736-2965-4511-b100-1, Tilburg University, School of Economics and Management.
    13. Steven S. Crawford & Karen K. Nelson & Brian R. Rountree, 2021. "Mind the gap: CEO–employee pay ratios and shareholder say‐on‐pay votes," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(1-2), pages 308-337, January.
    14. Calluzzo, Paul & Kedia, Simi, 2019. "Mutual fund board connections and proxy voting," Journal of Financial Economics, Elsevier, vol. 134(3), pages 669-688.
    15. Lingwei Li & Huai Zhang, 2021. "The devil is in the detail? Investors’ mispricing of proxy voting outcomes on M&A deals," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(3-4), pages 692-717, March.
    16. Schwartz-Ziv, Miriam & Wermers, Russ, 2022. "Do institutional investors monitor their large-scale vs. small-scale investments differently? Evidence from the say-on-pay vote," Journal of Banking & Finance, Elsevier, vol. 141(C).
    17. Wang, Xianjue, 2021. "Disclosure by firms under voting pressure," International Review of Financial Analysis, Elsevier, vol. 78(C).
    18. Gine, Mireia & Moussawi, Rabih & Sedunov, John, 2017. "Governance mechanisms and effective activism: Evidence from shareholder proposals on poison pills," Journal of Empirical Finance, Elsevier, vol. 43(C), pages 185-202.
    19. Szilagyi, P.G., 2007. "Corporate governance and the agency costs of debt and outside equity," Other publications TiSEM 9520d40a-224f-43a8-9bf9-b, Tilburg University, School of Economics and Management.
    20. Büchel, Berno & Mechtenberg, Lydia & Wagner, Alexander F., 2023. "When Do Proxy Advisors Improve Corporate Decisions?," VfS Annual Conference 2023 (Regensburg): Growth and the "sociale Frage" 277704, Verein für Socialpolitik / German Economic Association.

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:inm:ormnsc:v:66:y:2020:i:4:p:1717-1736. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Chris Asher (email available below). General contact details of provider: https://edirc.repec.org/data/inforea.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.