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Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Rule

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  • K. J. Martijn Cremers
  • Roberta Romano

Abstract

This article examines the impact on shareholder voting of the Securities and Exchange Commission (SEC)'s mutual fund voting disclosure rule, using a paired sample of management proposals on executive equity incentive compensation plans submitted before and after the rule change. In enacting the rule, the SEC intended to increase funds' engagement in corporate governance. While voting support for management has decreased over time, we find no evidence that mutual funds' support for management declined after the rule change, as expected by the SEC and advocates of disclosure. In fact, we find evidence of increased support for management by mutual funds after the change. Copyright 2011, Oxford University Press.

Suggested Citation

  • K. J. Martijn Cremers & Roberta Romano, 2011. "Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Rule," American Law and Economics Review, American Law and Economics Association, vol. 13(1), pages 220-268.
    • Handle: RePEc:oup:amlawe:v:13:y:2011:i:1:p:220-268
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    File URL: http://hdl.handle.net/10.1093/aler/ahq025
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    Cited by:

    1. Limbach, Peter & Sonnenburg, Florian, 2015. "Does CEO fitness matter?," CFR Working Papers 14-12 [rev.3], University of Cologne, Centre for Financial Research (CFR).
    2. Dasgupta, Amil & Zachariadis, Konstantinos, 2011. "Delegated activism and disclosure," LSE Research Online Documents on Economics 43078, London School of Economics and Political Science, LSE Library.
    3. Calluzzo, Paul & Dong, Gang Nathan, 2014. "Fund governance contagion: New evidence on the mutual fund governance paradox," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 83-101.
    4. Dragana Cvijanović & Amil Dasgupta & Konstantinos E. Zachariadis, 2016. "Ties That Bind: How Business Connections Affect Mutual Fund Activism," Journal of Finance, American Finance Association, vol. 71(6), pages 2933-2966, December.
    5. Ding, Rong & Hou, Wenxuan & Kuo, Jing-Ming & Lee, Edward, 2013. "Fund ownership and stock price informativeness of Chinese listed firms," Journal of Multinational Financial Management, Elsevier, vol. 23(3), pages 166-185.
    6. Duan, Ying & Jiao, Yawen & Tam, Kinsun, 2021. "Conflict of interest and proxy voting by institutional investors," Journal of Corporate Finance, Elsevier, vol. 70(C).
    7. David F. Larcker & Allan L. McCall & Gaizka Ormazabal, 2015. "Outsourcing Shareholder Voting to Proxy Advisory Firms," Journal of Law and Economics, University of Chicago Press, vol. 58(1), pages 173-204.
    8. Nain, Amrita & Yao, Tong, 2013. "Mutual fund skill and the performance of corporate acquirers," Journal of Financial Economics, Elsevier, vol. 110(2), pages 437-456.
    9. Limbach, Peter & Sonnenburg, Florian, 2014. "CEO fitness and firm value," CFR Working Papers 14-12 [rev.], University of Cologne, Centre for Financial Research (CFR).
    10. Bolton, Patrick & Li, Tao & Ravina, Enrichetta & Rosenthal, Howard, 2020. "Investor ideology," Journal of Financial Economics, Elsevier, vol. 137(2), pages 320-352.
    11. Nancy Youssef & Peng Zhou, 2020. "The Effect of Board Structure on Egyptian Mutual Fund Performance: A Structural Equation Model Analysis," International Journal of Economics and Finance, Canadian Center of Science and Education, vol. 12(3), pages 1-1, March.
    12. Limbach, Peter & Sonnenburg, Florian, 2014. "CEO fitness and firm value," CFR Working Papers 14-12, University of Cologne, Centre for Financial Research (CFR).
    13. Aneel Keswani & David Stolin & Anh L. Tran, 2017. "Frenemies: How Do Financial Firms Vote on Their Own Kind?," Management Science, INFORMS, vol. 63(3), pages 631-654, March.

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