We study the proposal of manager-sponsored compensation plans linking pay to performance by S&P 500 firms in the 1990s. We examine the market perception of these proposals and the characteristics of the firms that propose them. Shareholders gain at the announcement of the plans, especially when the plans are directed toward the firm's top executives. Proposing firms are those that can most benefit from the plans, given their asset type and agency considerations. Firms with more potential agency costs have the highest vote-for percentages for the plans. However, shareholders are less approving of plans with negative features such as high dilution levels. Our work suggests that stock-based compensation plans are helpful in improving managerial efforts to increase shareholder wealth.

We examine shareholder voting on management-sponsored compensation proposals from 1992 through 2003 to determine how voting has evolved as a result of changes in the corporate governance environment. We investigate three questions: have regulatory changes and changes in investor sentiment affected voting; do the same factors appear to influence voting over time and has the impact of the various factors changed over time; and do additional factors such as the level of compensation and alternate definitions of dilution influence voting support? We find evidence of changing trends in voting, that shareholders have become more sensitive to potentially harmful plan provisions, and that additional factors do affect voting.

We address how mutual funds vote on shareholder proposals and identify factors that help determine support of wealth-increasing shareholder proposals. We examine 213,579 voting decisions made by 1799 mutual funds from 94 fund families for 1047 shareholder proposals voted on between July 2003 and June 2005. In an analysis of voting across funds within the same fund family, we find significant divergence in voting within families, emphasizing the importance of focusing on voting by individual funds. We also find that, in general, mutual funds vote more affirmatively for potentially wealth-increasing proposals and funds' voting approval rates for these beneficial resolutions are significantly higher than those of other investors. Our results suggest that funds tend to support proposals targeting firms with weaker governance. We also find that funds with lower turnover ratios and social funds are more likely to support shareholder proposals. Finally, fund voting approval rates significantly impact whether a proposal passes and whether one is implemented.

Using a sample selection and benchmarking methodology designed to more accurately assess merger-related changes in corporate focus, we find a significantly positive relationship between corporate focus and long-term merger performance. Focus-decreasing (FD) mergers result in significantly negative long-term performance with an average 18% loss in stockholder wealth, 9% loss in firm value, and significant declines in operating cash flows three years after merger. Mergers that either preserve or increase focus (FPI) result in marginal improvements in long-term performance. These results are consistent with many corporate focus studies, suggesting that merger studies finding opposite results are the result of measurement error. A positive relationship between changes in focus and long-term performance continues to hold after controlling for other variables. A continuous measure of focus change indicates that the extent of focus changes is significant. Every 10% reduction in focus results in a 9% loss in stockholder wealth, a 4% discount in firm value, and a more than 1% decline in operating performance. Cash-financed FPI mergers exhibit the best, and stock-financed FD mergers the worst, long-term performance. Tests of subsample time periods show that the focus change measure is significant in both time periods, indicating that the extent of corporate focus changes is the more important measure of corporate focus or diversification.