Understanding Uncontested Director Elections
研究了无竞争董事选举中投票结果的决定因素和后果，发现代理顾问的建议是投票的主要驱动力，高反对票虽少但能促使公司解决问题。
We examine the determinants and consequences of voting outcomes in uncontested director elections. Exploiting a unique hand-collected data set of the rationale behind proxy advisors’ recommendations—the primary driver of voting outcomes—we document the director and board characteristics on which voting shareholders focus (as well as those that they neglect), their evolution over time, and their relative importance. Absent a negative recommendation, high votes withheld are infrequent, highlighting the agenda-setting role of proxy advisors. While high votes withheld rarely result in director turnover, our analyses show that firms often respond to an adverse vote by explicitly addressing the underlying concern. Overall, it appears that shareholders use their votes in uncontested director elections to get directors to address specific problems, rather than to vote them onto or off of the board, but they do so only on matters highlighted by the proxy advisors. The online appendix is available at https://doi.org/10.1287/mnsc.2017.2760 . This paper was accepted by Suraj Srinivasan, accounting.