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Institutional Investors And Proxy Voting On Compensation Plans: The Impact Of The 2003 Mutual Fund Voting Disclosure Regulation

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Executive Summary

This paper examines the impact on shareholder voting of the mutual fund voting disclosure regulation adopted by the SEC in 2003, using a paired sample of management proposals on executive equity incentive compensation plans submitted before and after the rule change. While voting support for management has decreased over time, the authors find no evidence that mutual funds' support for management declined after the rule change, as expected by advocates of disclosure. In fact, they find evidence of increased support for management by mutual funds after the change. There is some evidence that firms sponsoring such proposals both before and after the rule change differ from those sponsoring a proposal only before the change.

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