Institutional Investors and Proxy Voting on Compensation Plans: The Impact of the 2003 Mutual Fund Voting Disclosure Rule

This article examines the impact on shareholder voting of the Securities and Exchange Commission (SEC)'s mutual fund voting disclosure rule, using a paired sample of management proposals on executive equity incentive compensation plans submitted before and after the rule change. In enacting the rule, the SEC intended to increase funds’ engagement in corporate governance. While voting support for management has decreased over time, we find no evidence that mutual funds’ support for management declined after the rule change, as expected by the SEC and advocates of disclosure. In fact, we find evidence of increased support for management by mutual funds after the change.