Shareholder voting on golden parachutes: Effective governance or too little too late?

Abstract

The Dodd–Fank Act mandated shareholder votes on executive's change-in-control (golden parachute) payments at the time the firm is sold. We study bid premiums surrounding the introduction of the vote and find that they are lower in the post-period. Moreover, there is a positive association between the relative size of parachute payments and premiums, particularly after the parachute vote was required. In contrast, we observe no association between premiums and parachute features questioned by many shareholders. Additionally, we find lower voting support for parachutes with features that are (i) of concern to shareholders, (ii) amended in the lead-up to the vote and (iii) identified as problematic in proxy advisor analyst reports. However, we find little evidence that directors overseeing payments with opposition from shareholders or a leading proxy advisor are penalized with lost board seats, fewer key board committee memberships or increased shareholder opposition in subsequent director elections at other firms. Overall, our findings suggest that the parachute vote requirement is too little too late.