Boards' Response to Shareholders' Dissatisfaction: The Case of Shareholders' Say on Pay in the UK
Abstract
In the United Kingdom, a recently adopted regulation provides shareholders the opportunity to cast non-binding (advisory) votes on firms' compensation reports during annual meetings (i.e., ‘Say-on-Pay'). This study examines how the regulation affected the behavior of shareholders and boards. I find evidence that shareholders use the vote to convey their dissatisfaction with excessive executive compensation practices. In addition, I find evidence that boards respond to shareholders' dissatisfaction by: (1) reducing the excessiveness of CEO compensation for firms whose CEOs have above average excess compensation; or (2) forcing the CEO out of office. These findings provide evidence of ‘Say-on-Pay' regulation playing a role in firms' corporate governance.