This paper estimates the effects of Say-on-Pay (SoP); a policy that increases shareholder "voice" by providing shareholders with a regular vote on executive pay. We apply a regression discontinuity design to the votes on shareholder-sponsored SoP proposals. Adopting SoP leads to large increases...

We study the impact of accelerated vesting of equity awards on takeovers, whereby the restricted stock and/or stock options of the target CEO immediately vest and become unrestricted upon the close of the acquisition. We find that takeover premiums are significantly larger when the target CEO...

We document that firms whose compensation peers experience weak say on pay votes reduce CEO compensation following those votes. Reductions reflect proxy adviser concerns about peers' compensation contracts and are stronger when CEOs receive excess compensation, when they compete more closely...

We study the relationship between CEO pay-performance sensitivity, pay-risk sensitivity, and shareholder voting outcomes as part of the "say-on-pay" provision of the 2010 U.S. Dodd-Frank Act. Consistent with our hypothesis, we provide evidence that shareholders tend to approve of compensation...

There are several measures of equity compensation that may provide shareholders with distinct and useful information for evaluating CEO pay. We examine whether shareholders consider additional disclosures of equity compensation measures beyond the grant date fair value when participating in...

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...

Institutional investors are often criticized for their insufficient "engagement" with listed companies. Actually, information and other transaction costs limit their capacity to actively monitor investee firms, and to engage with their management. A partial solution is offered by Proxy Advisors...

This paper estimates the effects of Say-on-Pay (SoP); a policy that increases shareholder "voice" by providing shareholders with a regular vote on executive pay. We apply a regression discontinuity design to the votes on shareholder-sponsored SoP proposals. Adopting SoP leads to large increases...

This paper examines the SEC regulation requiring non-binding general shareholder vote on executive compensation–“say-on-pay” (SOP). We examine the first two years of SOP in the Russell 3000. The results confirm previous shareholder-proposal studies by finding that SOP approval (reject)...

If overstatements were a symptom of the agency conflict, pay-for-performance sensitivities should have increased in response to the additional penalties for misreporting imposed by SOX. Our finding of their decrease is inconsistent with the view that overstatements were an unintended consequence...