Say On Pay Votes Research Articles

Shareholder activism in listed family firms: Exploring the effectiveness of say‐on‐pay on CEO compensation

AbstractThe widespread critical evidence surrounding executive compensation of listed corporations has boosted shareholder activism in recent decades. The say‐on‐pay (SOP) mechanism—a vote in which shareholders express their (dis)agreement with executive pay designs—is one of the corporate governance mechanisms that has led to this activism among listed firms. Merging agency and socioemotional wealth (SEW) arguments, this paper analyzes how effective SOP voting results are among listed family firms in terms of CEO compensation efficiency and equity. Using a sample of UK listed firms from 2011 to 2018, our results show that SOP effectiveness is positively influenced by family ownership and is strongly moderated by family involvement in management and in governance as well as by family generation. Our findings stress the strong family effect and the ethical perceptions of family shareholders on SOP voting, showing how family participation in the firm encourages fairer and more aligned CEO compensation packages. SOP institutional and practical implications oriented to preserve shareholder value and family wealth are finally outlined.

Director reputational penalties when shareholders disapprove of executive compensation

AbstractWe investigate the reputational consequences for directors of firms that receive a low‐support Say‐on‐Pay (SOP) vote. These affected directors face a significantly greater likelihood of losing board seats, both at the voting firm and in the external labor market. However, penalties are not equal for all directors. Directors who serve on compensation committees and at firms with high chief executive officer pay suffer internal penalties. Both internal and external penalties affect directors of low‐support firms with high executive entrenchment. Compensation committee members serving low‐support firms are more likely to receive a negative reelection recommendation from Institutional Shareholder Services and fewer votes for reelection, at both voting and external firms. We provide the first evidence of external labor market penalties when directors fail to align executive compensation contracting with shareholder preferences. Our findings suggest that nonbinding SOP votes provide shareholders with a mechanism to influence director incentives and, therefore, executive compensation.

Say on mobility:Do CEO outside opportunities affect shareholder say on pay?

We investigate whether shareholders take into account CEO outside opportunities when casting their say on pay (SoP) votes. By employing the staggered rejection of the inevitable disclosure doctrine (IDD) by US states as an exogenous shock that increases key talent outflow risk, we find that IDD rejection moderates the well-documented positive relation between CEO pay and dissenting SoP votes. The effect is concentrated in firms with more able managers, higher firm efficiency, better operating performance, and greater uncertainty of a new manager's ability. Our results are the first to highlight talent retention as an important motive for affirmative SoP votes.

Corporate governance, CEO turnover and say on pay votes

Purpose The purpose of this study is to investigate how compensation committee structure or characteristic impacts say on pay (SOP) voting dissent and the impact of SOP dissent on chief executive officer (CEO) turnover. Design/methodology/approach The authors use corporate governance and SOP data to test the relationships amongst variables. Additional analysis is performed using one-to-one propensity-score matched samples. Findings The authors find that firm-years with at least a female member present on the compensation committee are associated with lower SOP dissent. The authors find mixed results of the impact of SOP dissent on CEO turnover. Practical implications This paper suggests that diversity on the compensation committee, particularly the presence of at least a female member on the committee, serves as an important determinant of SOP voting outcome in the USA. The paper provides policymakers and practitioners with insights into factors influencing SOP voting outcomes and implications of SOP dissent for firms. Originality/value The findings of this paper contribute to the corporate governance literature by enhancing the understanding of the role of the compensation committee as it relates to SOP dissent and effect of SOP dissent on CEO turnover.

The impact of Say-on-Pay votes on firms' strategic policies: Insights from the Anglo-Saxon economy

This study examines evidences of executive reactions to say-on-pay (SOP) votes in terms of strategic policies which could affect firms' long-run growth and eventual survival. We employed an unbalanced panel data from 1932 firms taken from four countries in the Anglo-Saxon economy, covering time periods when different forms of SOP were implemented in these countries. Using Limited Information Maximum Likelihood (LIML) estimator to gauge the simultaneous determination of SOP votes and firm strategic policies, we find that, in line with shareholders preferences, US firms had increased capital expenditure ratio; Australian and US firms had reduced reliance on debt financing; US managers had shifted focus on current rather than long-term profit, but evidences emerged from other countries are unclear. Corroborations also suggest that excess liquidity was shunned by Canadian shareholders, but the reactions of their company executives were overly disproportionate. UK firm policies did not appear to have been affected by SOP, and vice versa. Overall, the varying effects of SOP votes on firms' strategic policies might be ascribed to either the adoption of a specific SOP practice or the effectiveness of the board.

An investigation of corporate directors' responses to CEO pay ratio disclosures and say‐on‐pay votes

AbstractThe purpose of this study is to shed light on the effects of the CEO pay ratio and say‐on‐pay votes on directors' concerns about CEO pay equity. Investigation of the pay ratio disclosure rule offers opportunities to gain insights into whether equity perceptions associated with mandated pay ratio disclosure have significant effects on remuneration decisions in organizations. We conduct an online experiment with practicing corporate directors to examine the effects of CEO pay ratio disclosures and say‐on‐pay (SOP) votes on director decisions. Results indicate that CEO pay ratio disclosures significantly influence directors' decisions regarding executive compensation, leading directors to be less willing to increase CEO pay when the pay ratio is above the industry average pay ratio. Results also demonstrate that say‐on‐pay votes only influence directors' compensation decisions when the CEO pay ratio is above the industry average. Directors in firms with pay ratios that are above the industry average are less willing to increase CEO pay when they anticipate shareholder votes against a CEO pay increase than when they anticipate positive SOP voting outcomes. Directors in firms with CEO pay ratios that are below the industry average, however, are willing to increase CEO pay regardless of SOP voting outcomes.

Compensation consultants: Does reputation matter?

In this paper, we analyze the role of hiring a reputable compensation consultant for firms wanting to secure affirmative Say on Pay (SoP) votes. We provide evidence that reputation influences shareholders voting behavior positively when CEO pay is excessive and when peer CEOs are paid less. We employ two methods to account for endogeneity, instrumental variables as well as examining firms switching up to more reputable compensation consultants. Our results are robust with respect to CEO pay and complexity as well as fees and alternate measures of reputation. Firms concerned with the negative feedback associated with negative SoP votes should factor reputation in their decision to hire consultants, especially if trying to adopt compensation packages that may appear excessive.

It's OK to pay well, if you write well: The effects of remuneration disclosure readability

AbstractWe examine whether, and how, shareholders’ votes in the Say‐on‐Pay (SOP) are affected by the readability of the Compensation Discussion and Analysis (CD&A). Despite the SEC's Plain English requirement, qualitative disclosures on executive remuneration are generally long and complex. Extant evidence on whether low readability results in higher or lower shareholder dissent in the SOP, however, is ambiguous. We resolve this debate by demonstrating that the effects of readability on SOP voting are heterogeneous; while obfuscation may reduce dissent when CEO compensation is close to “normal” levels, diminished readability results in increased scepticism when pay levels are clearly excessive. The moderating role of readability is most pronounced for firms with less sophisticated shareholders, consistent with readability acting as a heuristic cue. Our results are robust to propensity score matching, and are less pronounced (1) when shareholders have less time to review the CD&A, and (2) when shareholders are distracted by competing AGMs, suggesting they are driven by readability, directly. Overall, our results highlight that greater use of Plain English in remuneration disclosures can have a substantial persuasive impact on shareholders.

Are shareholders gender neutral? Evidence from say on pay

This study investigates whether gender pay inequality in the top management team, measured by gender pay slice (GPS), is a factor in Say on Pay (SoP) voting as required by the 2010 Dodd-Frank Act. Since CEOs are known to play a distinct role in SoP voting, we treat CEOs separately and define GPS as the fraction of total non-CEO executive compensation captured by females. Controlling for numerous factors including CEO pay and CEO gender, ISS recommendations, pay composition, firm performance, and other firm characteristics, we find robust evidence of a negative relation between non-CEO GPS and SoP votes, but this gender-based difference in SoP voting does not extend to the CEO. Taken together, our findings imply that gender equality in terms of SoP voting is still an issue for female executives at the sub-top level.

Say-on-Pay Voting and CEO Compensation Structure

I examine how the structure of CEO compensation affects Say-on-Pay (SOP) voting and how SOP outcomes influence subsequent changes to compensation structure. I find that voting dissent decreases as the percent of performance sensitive compensation including equity and non-equity incentive increases. Additionally, investors vote more favorably when equity comes in the form of performance-vested equity or stock options as opposed to time-vested restricted stock. Subsequent to higher levels of voting dissent, however, I do not find that firms make changes to align compensation structure with investor preferences for more performance sensitive compensation as expressed through prior voting. Instead, I find that firms with greater SOP voting dissent in the prior year tend to increase performance-vested equity and decrease stock options in CEO compensation. A 20% increase in votes “Against” in the prior year SOP vote is associated with a 3.9% increase in performance-vested equity as a percent of total compensation and a 2.3% decrease in stock options. These results demonstrate that, while SOP voting is influencing compensation structure, it is not clear that these changes are resulting in more performance sensitive compensation.

Corporate Governance Mechanisms and CEO-to-Worker Pay Gap: An Empirical Insight from the UK

Through the lens of agency and social norms theories, this study investigates the extent to which say-on-pay (SOP) votes and other corporate governance mechanisms are able to predict CEO-to-worker pay gap. Based on a large sample of companies listed on the FTSE 350 index covering a significant post-financial crisis period (2010-2015), the results, after controlling for endogeneity problems, show no relationship between SOP votes and CEO-to-worker pay gap. We document that CEO turnover and CEO tenure are the major reasons the gap existed over time. Our study did not find any link between either board gender diversity or the proportion of board independent directors and the CEO- to-worker pay gap. Also, we provide further evidence that CEO-to-worker pay ratio increases with firm size.

Determinants and consequences of executive compensation-related shareholder activism and say-on-pay votes: A literature review and research agenda

This systematic literature review analyses the determinants and consequences of executive compensation-related shareholder activism and say-on-pay (SOP) votes. The review covers 71 empirical articles published between January 1995 and September 2017. The studies are reviewed within an empirical research framework that separates the reasons for shareholder activism and SOP voting dissent as input factor on the one hand and the consequences of shareholder pressure as output factor on the other. This procedure identifies the five most important groups of factors in the literature: the level and structure of executive compensation, firm characteristics, corporate governance mechanisms, shareholder structure and stakeholders. Of these, executive compensation and firm characteristics are the most frequently examined. Further examination reveals that the key assumptions of neoclassical principal agent theory for both managers and shareholders are not always consistent with recent empirical evidence. First, behavioral aspects (such as the perception of fairness) influence compensation activism and SOP votes. Second, non-financial interests significantly moderate shareholder activism. Insofar, we recommend integrating behavioral and non-financial aspects into the existing research. The implications are analyzed, and new directions for further research are discussed by proposing 19 different research questions.

Do Directors Suffer External Consequences for Failing to Align Executive Pay Practices with Shareholder Preferences? Evidence from Say-on-Pay Votes

We provide the first evidence of external labor market penalties when directors fail to align with shareholder preferences for monitoring executive compensation. When shareholders express disapproval through low Say-On-Pay (SOP) support, directors incur significant external penalties, including lost board seats and compensation committee positions, decreased shareholder support for reelection, and decreased directorial compensation. Shareholders at firms sharing an affected director react negatively to the low support and increase their scrutiny of their firms’ pay practices. Our findings suggest that non-binding SOP votes may provide shareholders with a mechanism to influence director incentives, and therefore, executive compensation.

The Effects of Current Income Attributes on Nonprofessional Investors’ Say-on-Pay Judgments: Does Fairness Still Matter?

The say-on-pay (SOP) regulation in the Dodd-Frank Act (Public L. no. 111–203, H.R. 4173 2010) requires publicly-traded U.S. firms to hold a nonbinding, advisory shareholder vote on executive compensation. Advocates claim that SOP voting gives shareholders a mechanism to hold managers and boards more accountable. Critics contend that SOP votes may simplistically reflect shareholders’ reactions to the overall value of CEO compensation or the firm’s net income. However, based on prior research, we contend that market participants’ SOP votes are likely to consider current income attributes. For example, the market punishes firms that do not meet or beat benchmarks such as analyst earnings expectations, and that shareholders scrutinize the quality of the income sources of firms that consistently meet/beat analyst expectations. We thus expect that more shareholders will provide ‘agree’ SOP votes for a firm that consistently meets/beats analyst forecasts and does so when net income does not include (rather than includes) nonrecurring gains. Further, we consider whether perceptions about the fairness of CEO compensation play a mediating role in the relationship between the interaction of these two current income attributes and SOP votes. Results from an experiment using evening MBA students as participants indicates that the two current income attributes significantly interact with respect to the percentage of agree SOP votes, and that compensation fairness perceptions fully mediate this relationship. Further, the mediating effect of compensation fairness perceptions is robust to including CEO-level and other determinants found in prior research. We conclude with a discussion of our findings and their implications for public policy and research.

Do Directors Suffer External Consequences for Poor Oversight of Executive Compensation? Evidence from Say-on-Pay Votes

We provide the first evidence of significant external labor market penalties when directors fail to properly oversee executive compensation. When shareholders express disapproval through low Say-On-Pay (SOP) support, equity values decrease at firms linked by a shared director (interlocking firms), directors lose external board seats and compensation committee positions, and external directorial compensation decreases. Additionally, shareholder scrutiny increases at interlocking firms: shareholders are more likely to select annual SOP voting and offer low subsequent SOP support. We also provide the first evidence that SOP votes provide shareholders with a valuable mechanism to influence director incentives, and therefore, executive compensation contracts.

Do Compensation Disclosures Matter for SoP Voting?

This paper examines whether investors rely on disclosures of managerial performance measures in proxy statements to make their Say-on-Pay (SoP) decisions and, if so, whether firms use this mechanism to increase their likelihood of obtaining SoP approval. Applying a textual analysis based approach to parse the contents of proxy materials for keywords and phrases related to managerial performance measurement, we create a text-based score and find that this score is positively associated with the likelihood of SoP vote approval. This result holds even among the sub-sample of firms that receive an ‘Against’ recommendation from a major proxy advisor firm. We further document that firms that fail an SoP vote increase their disclosure of performance measures in subsequent period’s proxy statements and that the increased disclosures benefit firms by improving the likelihood of obtaining an approval in the next SoP vote. Finally, we find that the SoP mandate has increased firms’ responsiveness to investors’ demands for compensation-related disclosures. Our findings show that disclosure of performance measures is a credible tool that companies can effectively employ to address shareholders’ concerns on executive pay.

Non-Mandatory Say on Pay Votes and AGM Participation: Evidence from Germany

Since August 2009, German legislation allows for voluntary Say on Pay Votes (SoPV) during Annual General Meetings (AGMs). We examine 1,169 AGMs of all German listed firms with more than 10,000 agenda items over the period 2010-2013 to identify (1) determinants and approval rates of voluntary SoPVs, (2) the effect of voluntary SoPVs on AGM participation, and (3) the effect of SoP on executive compensation. Our data reveals that in the first four years of the voluntary say on pay regime every second firm in our sample has opted for having a SoPV. The propensity for a SoPV increases with firm size, abnormal executive compensation and free float of shares. Indeed, smaller firms with concentrated ownership do not only have a lower propensity for a SoPV, but also show a higher propensity to opt for only limited disclosure of executive compensation. Approval rates of SoPVs are lower than the approval rate for the average AGM agenda item and this effect is stronger in (i) widely held firms as well as in (ii) firms with abnormal executive compensation. Additionally, SoPVs actually can increase AGM participation; however, this result is particularly evident for widely held firms. Finally, we find stronger pay for performance elements within total executive compensation, particularly when the effect of executive compensation is lagged over the years following the vote. Overall, our results are consistent with the view that firms use voluntary SoPV to gain legitimation for executive remuneration policies in firms with low ownership concentration. This is enforced, where (small) shareholders consider executive compensation a part of the agency problem of listed firms, and where (small) shareholders consider SoPVs as a possibility to actively influence corporate decisions, with these decisions leading to a higher degree of alignment between executive management boards and shareholders.

Evidence on the outcome of Say-On-Pay votes: How managers, directors, and shareholders respond

The economic value of the Say-On-Pay (SOP) provision of the Dodd–Frank Act has been a subject of debate. Proponents of this provision suggest these votes benefit shareholders by increasing investor influence over managerial compensation. Opponents of the SOP provision believe compensation contracting is better done by well-informed and unobstructed boards of directors. Our study provides direct evidence on the impact of the shareholder SOP votes by examining responses to the vote. We find that overcompensated managers with low SOP support tend to react by increasing dividends, decreasing leverage and increasing corporate investment. However, we find no evidence that management's response to the vote affects subsequent vote outcomes, nor do we find a subsequent change in firm value. Finally, we find excess compensation increases for managers that were substantially overpaid prior to the SOP vote, regardless of the outcome of the vote. Thus, it does not appear that the SOP legislation has had the intended effect of improving executive contracting.

Say-on-Pay: an empirical investigation of voting likelihood and voting behavior in German Prime Standard companies

The following article investigates the usage of non-binding Say-on-Pay (SOP) voting in German Prime Standard companies for the general meeting seasons 2010–2013. Our overall sample contains 290 companies. We find that the number of companies which conduct a vote and the relative approval rate among these companies continuously decrease. We examine the influence of company characteristics and performance measures on a SOP voting for the considered companies, and compare the results to findings of prior empirical studies. The factors determining the SOP voting likelihood are identified through a quantitative analysis. Using a logistic regression, our study shows that the likelihood for the occurrence of a vote increases with company size. In addition, we also identify potential multi-periodic patterns in SOP votes indicating that initial voting cycles might have been set by companies exceeding the 4 year span of our study.

‘Say on Pay’ Design and its Repercussion on CEO Investment Incentives, Compensation, and Firm Profit

We investigate experimentally how the enforcement of negative say on pay (SoP) votes affects a CEO’s investment incentives, the level and structure of executive compensation, and firm performance. We operationalize the board’s discretion in response to a no-vote via three levels of SoP enforcement. Boards in our experiment either (i) neglect the vote and never adjust CEO compensation (no enforcement), (ii) enforce the vote and always adjust CEO compensation in accord with the vote (unconditional enforcement), or (iii) enforce the vote and adjust CEO compensation only when the firm performs poorly (conditional enforcement). We find that the unconditional enforcement of no-votes is an effective instrument to curb rents of powerful CEOs. However, it also creates a hold-up problem that undermines CEOs’ investment incentives and firm profit. Conversely, the conditional enforcement of SoP votes eliminates the hold-up problem and improves the pay-for-performance relation, but has no effect on firm profit. We also find that the non-enforcement of SoP votes increases CEO compensation without affecting firm profit. These negative effects of an unconditional enforcement of SoP votes remain robust when participants interact repeatedly and/or when shareholders communicate “acceptable” bonus levels to CEOs. Our results inform regulators and boards of directors on the externalities and the potential cost that may arise when negative SoP votes are enforced mechanically.