Electronic versions

Documents

  • 2019 It_s_OK_to_pay_well

    Accepted author manuscript, 806 KB, PDF document

    Embargo ends: 9/01/22

    Licence: CC BY-NC Show licence

We examine whether, and how, shareholders’ votes in the Say-on-Pay (SOP) are affected by the readability of the Compensation Discussion and Analysis (CD&A). Despite the SEC’s Plain English requirement, qualitative disclosures on executive remuneration are generally long and complex. Extant evidence on whether low readability results in higher or lower shareholder dissent in the SOP however is ambiguous. We resolve this debate by demonstrating that the effects of readability on SOP voting are heterogeneous; while obfuscation may reduce dissent when CEO compensation is close to ‘normal’ levels, diminished readability results in increased scepticism when pay levels are clearly excessive. The moderating role of readability is most pronounced for firms with less sophisticated shareholders, consistent with readability acting as a heuristic cue. Our results are robust to propensity score matching, and are less pronounced (1) when shareholders have less time to review the CD&A, and (2) when shareholders are distracted by competing AGMs, suggesting they are driven by readability, directly. Overall, our results highlight that greater use of Plain English in remuneration disclosures can have a substantial persuasive impact on shareholders.

Keywords

  • Executive compensation, Say-on-Pay, Compensation Discussion and Analysis, Plain English, Readability
Original languageEnglish
JournalJournal of Business Finance and Accounting
Early online date9 Jan 2020
Publication statusE-pub ahead of print - 9 Jan 2020

Prof. activities and awards (2)

View all

View graph of relations