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Review of Financial Studies Vol. 37 No. 2 2024

Shareholder Monitoring through Voting: New Evidence from Proxy Contests

Alon Brav1; Wei Jiang2; Tao Li3; James Pinnington4

1 Fuqua School of Business, Duke University , USA , ECGI and NBER · 2 Goizueta Business School, Emory University , USA , ECGI and NBER · 3 Warrington College of Business, the University of Florida , USA · 4 Fuqua School of Business, Duke University , USA

Abstract

We present the first comprehensive study of mutual fund voting in proxy contests. Among contests where voting takes place, passive funds are 10 percentage points less likely than active funds to vote for dissidents. The gap shrinks significantly when accounting for votes withheld from management nominees, settled contests, and votes by non-“Big-Three” fund families. Passive and active funds are equally informed about firm fundamentals, although passive funds view contest-related SEC filings more often than active funds during contests, in absolute levels and incrementally relative to noncontest periods. We conclude that passive funds are engaged shareholders in high-stakes voting events.

DOI
10.1093/rfs/hhad066
Volume
37
Issue
2
Pages
591-638
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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