Shareholder Voting and Directors' Remuneration Report Legislation: Say on Pay in the UK

Manuscript Type: Empirical Research Question/Issue: The paper investigates the determinants of shareholder voting and its relation to CEO pay in the UK. The context of the study is the Directors' Remuneration Report (DRR) Regulations of 2002. This legislation gave shareholders a mandatory non-binding vote on boardroom pay in the UK. Research Findings/Insights: First, we find that less than 10 per cent of shareholders abstain or vote against the mandated Directors' Remuneration Report (DRR) resolution. This percentage is falling over time. Second, investors are more likely to vote against DRR resolutions compared to non-pay resolutions. Third, shareholders are more likely to vote against general executive pay resolutions, such as stock options, long-term incentive plans, and bonus resolutions compared to non-pay resolutions. Forth, firms with higher CEO pay attract greater voting dissent. Fifth, there is little evidence that CEO pay is lower in firms that previously experienced high levels of shareholder dissent. In addition, there is little evidence that the fraction of CEO equity pay, representing owner-manager alignment, is greater in such firms. Currently, we find limited evidence that, on average, "say on pay" materially alters the subsequent level and design of CEO compensation. Theoretical/Academic Implications: The study provides new insights on shareholder voting and CEO pay. Theoretically, shareholder voting is endogenously determined. Practitioner/Policy Implications: The study provides insights for practitioners and policy makers interested in shareholder rights, the effects on corporate governance, and say on pay in the UK. Shareholder voting appears to have limited effects on curbing excess CEO pay. Boards and compensation committees may want to communicate better policies on executive compensation to avert shareholder dissent.