TY - JOUR

T1 - It’s OK to pay well, if you write well: The effects of remuneration disclosure readability

AU - Hemmings, Danial

AU - Hodgkinson, Lynn

AU - Williams, Gwion

PY - 2020/5

Y1 - 2020/5

N2 - 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.

AB - 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.

KW - Executive compensation

KW - Say-on-Pay

KW - Compensation Discussion and Analysis

KW - Plain English

KW - Readability

U2 - 10.1111/jbfa.12431

DO - 10.1111/jbfa.12431

M3 - Article

VL - 47

SP - 547

EP - 586

JO - Journal of Business Finance and Accounting

JF - Journal of Business Finance and Accounting

SN - 1468-5957

IS - 5-6

ER -