管理层对散户投票的依赖:来自代理交付方式的证据

Managerial Reliance on the Retail Shareholder Vote: Evidence from Proxy Delivery Methods

Management Science · 2019
被引 25
人大 A+FT50UTD24ABS 4*

中文导读

研究发现管理层通过选择向散户邮寄完整代理材料而非仅发送网络通知,来增加散户投票率,从而在争议议题上获得更多支持,使投票结果更符合管理层建议。

Abstract

Recent studies document the increasing effectiveness of shareholder voting as a monitoring mechanism. Because both directors and the market respond to shareholder votes, management has stronger incentives to influence voting outcomes. We identify one channel through which management can affect voting outcomes: increasing the turnout of (typically management-friendly) retail shareholders. Our study focuses on an observable managerial choice of how to deliver proxy materials to maximize retail turnout. Management can opt to send a full set of proxy materials to all shareholders, which increases retail turnout but also increases printing and mailing costs, or they can send a notice directing shareholders to proxy materials available online, which reduces costs but also decreases retail turnout. We find that managers are more likely to choose to deliver a full set of proxy materials when there are contentious items on the ballot for which they need additional voting support; and, indeed, the resulting support increases the likelihood that voting outcomes will align with management recommendations. This paper was accepted by Suraj Srinivasan, accounting.

零售股东投票率代理材料投递方式管理层投票影响股东投票监督