If a company has bad news that it wishes to hide, where will
it hold its shareholder meeting? As far away as possible! That’s the hypothesis
of an ingenious paper entitled “Evasive Shareholder Meetings”, by Yuanzhi Li
(Temple) and David Yermack (NYU Stern) that I saw at the Rotterdam Workshop on Executive Compensation and Corporate Governance yesterday.
Companies are forced to hold shareholder meetings once a
year. But, such meetings can be notoriously inconvenient for management. For
example, at McDonald’s 2013 shareholder meeting, a 9-year old girl was famously
planted to tell CEO Don Thompson "it would be nice if you stopped trying to trick kids into wanting to eat your food all the time". Thompson's spontaneous response, "we don't sell junk food", went viral and was ridiculed by the media.
Thus, if the company expects
trouble brewing, it can choose to hold its meeting at an inconvenient location,
to deter shareholders or the press from attending. This in turn implies a trading strategy for
astute investors – short companies with remote meetings.
70% of shareholder meetings are non-evasive, occurring
within 5 miles of the headquarters. But at
the other extreme, Li and Yermack found 34 meetings that took place overseas. General Cable is headquartered in Kentucky but has held its annual meetings in Spain, Costa Rica, and Germany; a mining company held a meeting at one of its mines. Even
for domestic meetings, the company can choose to hold it hundreds of miles from
a major airport. For example, TRW Automotive held its 2007 meeting in McAllen, Texas, at the Southern tip of the continental United States near the Mexican border - 1,400 miles from the company's headquarters outside Detroit, and 300 miles from the nearest major airport (Houston).
Particularly suspicious are companies that hold the meeting
at the same location every year, but make a one-time deviation. For example, 9 out 10 years, the regional bank KeyCorp held its annual meeting close to its Cleveland headquarters, but in one hear it held it at an art museum in Portland, Maine. The authors found that firms that
hold these exceptional meetings - that involve one-time deviations - underperform their peers by 11.7% over the next
six months. Similarly, companies that
hold their meetings at remote locations (defined as 50 miles from their
headquarters and 50 miles from a Tier 1 airport) underperform by 6.8%. Moreover, the future underperformance goes up
with both distance measures.
Most shareholder meetings take place in May. Thus, the
subsequent 6-month period typically includes the firm’s Quarter 2 and Quarter 3
earnings announcements. Over the whole
sample, the average return to an earnings announcement is +0.41%, because firms
typically meet or beat their earnings target.
However, firms that hold exceptional meetings (a one-time deviation from
the standard location) suffer returns of -2.24% at future earnings
announcements, suggesting that they miss their targets.
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