Skip to main content
Do boards pay attention when institutional investor activists “just vote no”?
Journal of Financial Economics (2008)
  • Tracie Woidtke, University of Tennessee
  • Laura Seery, University of Tennessee - Knoxville
  • Diane Del Guercio, University of Oregon

We examine “just vote no” campaigns, a recent innovation in low-cost shareholder activist tools whereby activists encourage their fellow shareholders to withhold votes toward a director's election to express dissatisfaction with management performance or the firm's corporate governance structure. Grundfest [1993. Just vote no: a minimalist strategy for dealing with barbarians inside the gates. Stanford Law Review 45, 857–937] argues that a substantial withheld vote motivates directors to take immediate action to avoid further embarrassment. We find a variety of supportive evidence, including operating performance improvements and abnormal disciplinary chief executive officer (CEO) turnover, indicating that such campaigns induce boards to take actions in shareholders’ interests. Furthermore, abnormal turnover is robust to controlling for concurrent events and firm- and CEO-specific controls.

  • Shareholder activism; CEO turnover; Director reputation; Public pension funds; Director elections
Publication Date
October, 2008
Citation Information
Tracie Woidtke, Laura Seery and Diane Del Guercio. "Do boards pay attention when institutional investor activists “just vote no”?" Journal of Financial Economics Vol. 90 Iss. 1 (2008)
Available at: