Do classified boards protect top management? : evidence from shareholder proposals

Abstract

This paper examines the relationship between classified boards and managerial entrenchment by applying a panel regression discontinuity design to shareholder proposals on board declassification. We focus on shareholder proposals that pass or fail by a small margin of votes in order to provide a causal estimate of the impact of board declassification. We find that shareholder proposal approval leads to a reduction in CEO compensation, an increase in the likelihood of CEO replacement, a positive but insignificant impact on pay-performance elasticity, and an increase in firm value. The reduction in CEO compensation is strongest among firms who possess weaker levels of corporate governance. These findings suggest that classified boards protect top management and lead to higher levels of managerial entrenchment.