Kose John, April Klein
ABSTRACT
Shareholder-sponsored proposals are studied focusing on those seeking
changes in corporate governance and the incentive structure of managers.
The sample contains 334 proposals made by shareholders of 485 of the S&P
500 firms between July 1, 1991 and June 30, 1992. We test hypotheses on
the determinants of the likelihood of a corporate governance proposal being
made as well as the votes obtained. We find that the likelihood of a firm
being the target of one or more corporate governance proposals to be significantly
affected by firm size, presence of negative net income, percentage of outside
directors with outside directorships in other S&P 500 firms, the percentage
of institutional ownership and whether or not shareholders vote on the
choice of auditor and last year's vote. We also examine the determinants
of the likelihood of specific types of proposals and of particular proponents.
John: (212) 998-0337 kjohn@stern.nyu.edu
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