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An Empirical Analysis of the SEC's 1992 Proxy Reforms on Executive Compensation

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  • Johnson, Marilyn F.

    (Michigan State U)

  • Nelson, Karen K.

    (Stanford U)

  • Shackell, Margaret B.

    (U of Notre Dame)

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    Abstract

    We examine the SEC's 1992 proxy reforms that expanded the amount of information about executive pay that is required to be disclosed in corporate proxy statements and permitted shareholders to file proxy proposals about executive compensation. Using a sample of executive compensation proposals filed against 64 firms during 1992-1995. We find that the stock market reaction to the reforms suggest that they imposed significant political costs on firms, without offsetting benefits to shareholders in the form of improved monitoring. We also find that the proposal filing decision primarily reflects populist political concerns about pay policies, but that voting outcomes primarily reflect shareholder concerns about the degree of incentive alignment provided by the firm's compensation contracts.

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    Bibliographic Info

    Paper provided by Stanford University, Graduate School of Business in its series Research Papers with number 1679.

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    Date of creation: Feb 2001
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    Handle: RePEc:ecl:stabus:1679

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    1. Strickland, Deon & Wiles, Kenneth W. & Zenner, Marc, 1996. "A requiem for the USA Is small shareholder monitoring effective?," Journal of Financial Economics, Elsevier, vol. 40(2), pages 319-338, February.
    2. Gibbons, R. & Murphy, K.J., 1989. "Relative Performance Evaluation For Chief Executive Officers," Working papers 532, Massachusetts Institute of Technology (MIT), Department of Economics.
    3. Bushman, Robert M. & Indjejikian, Raffi J., 1993. "Accounting income, stock price, and managerial compensation," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 3-23, April.
    4. Steven Huddart, 1993. "The Effect of a Large Shareholder on Corporate Value," Management Science, INFORMS, vol. 39(11), pages 1407-1421, November.
    5. Lewellen, Wilbur G. & Park, Taewoo & Ro, Byung T., 1996. "Self-serving behavior in managers' discretionary information disclosure decisions," Journal of Accounting and Economics, Elsevier, vol. 21(2), pages 227-251, April.
    6. Jensen, M.C. & Murphy, K.J., 1988. "Performance Pay And Top Management Incentives," Papers 88-04, Rochester, Business - Managerial Economics Research Center.
    7. Denis, David J & Denis, Diane K, 1995. " Performance Changes Following Top Management Dismissals," Journal of Finance, American Finance Association, vol. 50(4), pages 1029-57, September.
    8. Kim, Oliver & Suh, Yoon, 1993. "Incentive efficiency of compensation based on accounting and market performance," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 25-53, April.
    9. Choi, Stephen, 2000. "Proxy Issue Proposals: Impact of the 1992 SEC Proxy Reforms," Journal of Law, Economics and Organization, Oxford University Press, vol. 16(1), pages 233-68, April.
    10. Mikkelson, Wayne H. & Partch, M. Megan, 1988. "Withdrawn Security Offerings," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 23(02), pages 119-133, June.
    11. 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.
    12. Sloan, Richard G., 1993. "Accounting earnings and top executive compensation," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 55-100, April.
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    15. Baber, William R. & Janakiraman, Surya N. & Kang, Sok-Hyon, 1996. "Investment opportunities and the structure of executive compensation," Journal of Accounting and Economics, Elsevier, vol. 21(3), pages 297-318, June.
    16. DeAngelo, Harry & DeAngelo, Linda, 1991. "Union negotiations and corporate policy *1: A study of labor concessions in the domestic steel industry during the 1980s," Journal of Financial Economics, Elsevier, vol. 30(1), pages 3-43, November.
    17. Murphy, Kevin J., 1997. "Executive compensation and the Modern Industrial Revolution1," International Journal of Industrial Organization, Elsevier, vol. 15(4), pages 417-425, July.
    18. Bushman, Robert M. & Indjejikian, Raffi J. & Smith, Abbie, 1996. "CEO compensation: The role of individual performance evaluation," Journal of Accounting and Economics, Elsevier, vol. 21(2), pages 161-193, April.
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    Cited by:
    1. Arantxa Jarque, 2008. "CEO compensation : trends, market changes, and regulation," Economic Quarterly, Federal Reserve Bank of Richmond, issue Sum, pages 265-300.

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