Why do Investors Vote Against Corporate Directors?

Investors now hold directors responsible for newer issues like climate change and board diversity. Within the environment category, climate change is the only subcategory associated with voting outcome, whereas none of the social issues are relevant. Governance remains important; however, our proxy differs markedly from traditional measures. Institutional investors have begun to provide rationales for their votes to convey preferences. Dissent votes increase when they express concerns about board diversity, busyness, tenure, and independence. Female directors generally receive fewer dissent votes, except for those with a long tenure. The presence of a shareholder proposal correlates with reduced support.