Shareholder Votes - Publications - Faculty & Research

March 2014 (Revised September 2019)
Teaching Note

Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

By: Suraj Srinivasan and Charles C.Y. Wang

This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm CEO's pay was inflated and... View Details

Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committee; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations

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2016
Working Paper

Consequences to Directors of Shareholder Activism

By: Ian D. Gow, Sa-Pyung Sean Shin and Suraj Srinivasan

Using a comprehensive sample for 2004–2012, we examine the impact of shareholder activist campaigns on the careers of directors of targeted firms. We find that activism is associated with directors being almost twice as likely to leave—and performance-sensitivity of... View Details

Keywords: Shareholder Activism; Hedge Funds; Independent Directors; Director Reputation; Accountability; Shareholder Voting; Voting; Retention; Investment Funds; Management Teams; Investment Activism

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July 2013 (Revised September 2019)
Case

Say on Pay: Qualcomm, Inc. Shareholders Vote 'Maybe'

By: Suraj Srinivasan, Charles C.Y. Wang and Kelly Baker

This case centers around Qualcomm shareholders' 2012 Say-on-Pay vote and the dispute between the Institutional Shareholder Services and management regarding the appropriateness of the CEO's compensation plan. Was ISS right that Qualcomm's CEO's pay was inflated and... View Details

Keywords: ISS; Proxy Advisor; Investor Communication; Investor Relations; Peers; Say-on-Pay; Benchmarking; Peer Group; Compensation Committees; Board Of Directors; Governing and Advisory Boards; Executive Compensation; Corporate Governance; Business and Shareholder Relations; Telecommunications Industry

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2019
Working Paper

Stewardship Codes and Shareholder Voting on Disputed Ballot Measures

By: Trang T. Nguyen and Charles CY Wang

This study examines the impact of stewardship codes on investor voting behavior in disputed ballot measures-- where ISS's recommendation differs from management's recommendation-- across nine countries. U.S. institutional investors' voting behavior in adopting country... View Details

Keywords: Stewardship Codes; Investment; Voting; Behavior

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2019
Working Paper

Voting Trusts and Antitrust: Rethinking the Role of Shareholder Rights and Private Litigation in Public Regulation, 1880s to 1930s

By: Naomi R. Lamoreaux and Laura Phillips Sawyer

Scholars have long recognized that the states’ authority to charter corporations bolstered their antitrust powers in ways that were not available to the federal government. But they have also argued that the growth of large-scale enterprises operating in national and... View Details

Keywords: Voting Trusts; Antitrust; Business and Shareholder Relations; Lawsuits and Litigation; History; United States

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March 2009
Article

The Impact of Shareholder Activism on Financial Reporting and Compensation: The Case of Employee Stock Options Expensing

By: F. Ferri and Tatiana Sandino

We examine the economic consequences of more than 150 shareholder proposals to expense employee stock options (ESO) submitted during the proxy seasons of 2003 and 2004, the first case in which the SEC allowed a shareholder vote on an accounting matter. Our results... View Details

Keywords: Shareholder Activism; Shareholder Votes; Stock Option Expensing; Executive Compensation; Financial Reporting; Employee Stock Ownership Plan; Corporate Governance; Business and Shareholder Relations; Investment Activism

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2021
Working Paper

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Joshua White and Austin Starkweather

We examine the influence of proxy advisors on firms’ shareholder engagement behavior. Our analyses exploit a quasi-natural experiment using Say-On-Pay voting outcomes near a threshold that triggers a review of engagement activities by Institutional Shareholder Services... View Details

Keywords: Proxy Advisors; ISS; Shareholder Engagement; Disclosure; Business and Shareholder Relations; Executive Compensation; Corporate Disclosure

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Editorial

ExxonMobil's Shareholder Vote Is a Tipping Point for Climate Issues

By: George Serafeim and Sakis Kotsantonis

Keywords: Climate Change; Board Of Directors; Corporate Governance; Investments; Environment

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January 2013
Case

Say on Pay at The Walt Disney Company

By: Ian D. Gow and Gaizka Ormazabal

This case focuses on the lead-up to Disney's 2012 annual meeting where Disney would face a vote on the compensation package of its CEO, Robert Iger. Leading proxy advisory firms were recommending that shareholders reject the proposed compensation. View Details

Keywords: Shareholder Votes; Executive Compensation; Business and Shareholder Relations; Media and Broadcasting Industry; United States

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07 Jun 2017
News

ExxonMobil’s Shareholder Vote Is a Tipping Point for Climate Issues

20 Jun 2016
Working Paper Summaries

What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management

Keywords: by Eugene F. Soltes, Suraj Srinivasan, and Rajesh Vijayaraghavan

13 Apr 2017
News

When Shareholders Speak Their Minds

2017
Working Paper

What Else Do Shareholders Want? Shareholder Proposals Contested by Firm Management

By: Eugene F. Soltes, Suraj Srinivasan and Rajesh Vijayaraghavan

Shareholder proposals provide investors an opportunity to exercise their decision rights within firms, but managers can seek permission from the Securities and Exchange Commission (SEC) to dismiss proposals. We find that managers seek to exclude 39% of all proposals... View Details

Keywords: Voting; Business and Shareholder Relations

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Research Summary

Cross-ownership, returns and voting in mergers

We show that institutional shareholders of acquiring companies on average do not lose money around public merger announcements, because they also hold substantial stakes in the targets and make up for the losses from the former with the gains from the latter. Depending... View Details

02 Nov 2009
Research & Ideas

Shareholders Need a Say on Pay

particular tool put forward in reforms is the idea of "say on pay," which gives shareholders a non-binding vote on executive compensation and severance packages. The Obama administration has... View Details

Keywords: by Julia Hanna; Financial Services

December 2024
Article

Proxy Advisory Firms and Corporate Shareholder Engagement

By: Aiyesha Dey, Austin Starkweather and Joshua White

We study how Institutional Shareholder Services (ISS) affect firms’ engagement with shareholders. Our analyses exploit a quasi-natural experiment using say-on-pay voting outcomes near a threshold that triggers ISS to review engagement activities. Firms receiving ISS... View Details

Keywords: Business and Shareholder Relations; Governing and Advisory Boards; Policy; Voting

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