Three essays on shareholder voting in director elections

Abstract

Shareholders voting in director elections is a governance tool for shareholders to express their support or disapproval of each director. However, only some studies have examined the consequences caused by shareholder voting. This dissertation aims to fill this gap by focusing on shareholder voting behaviors in director elections and exploring how such voting results affect governance practices and upper-echelon behaviors. The first essay examines how shareholder discontent with board directors affects board decisions from a behavioral perspective. It argues that boards are likely to attribute shareholder discontent to CEOs, increasing the likelihood of CEO dismissal. The following essay examines the indirect effects of voting results on CEOs. It theorizes that the threat derived from shareholder voting with directors is contagious, and CEOs are likely to engage in impression management to deal with the potential threats. The third essay shifts attention to individual directors and investigates the consequences of voting results on director behaviors. It confirms that shareholder discontent is positively related to the likelihood of director turnover and proposes boundary conditions that affect their turnover tendency. The dissertation aims to contribute broadly to shareholder activism and corporate governance literature by exploring the interplay between shareholder voting in director elections, board decision-making, and CEO behaviors

Date of Award	2023
Original language	English
Awarding Institution	The Hong Kong University of Science and Technology
Supervisor	J.t. Li (Supervisor)