Electing Directors
利用大量董事选举数据，发现股东投票与公司业绩、治理、董事表现及投票机制显著相关，但除出勤率和ISS建议外，多数变量对投票影响甚微；然而，得票减少会降低CEO异常薪酬并增加移除毒丸、分类董事会和CEO的概率。
ABSTRACT Using a large sample of director elections, we document that shareholder votes are significantly related to firm performance, governance, director performance, and voting mechanisms. However, most variables, except meeting attendance and ISS recommendations, have little economic impact on shareholder votes—even poorly performing directors and firms typically receive over 90% of votes cast. Nevertheless, fewer votes lead to lower “abnormal” CEO compensation and a higher probability of removing poison pills, classified boards, and CEOs. Meanwhile, director votes have little impact on election outcomes, firm performance, or director reputation. These results provide important benchmarks for the current debate on election reforms.