Abstract
In the 2003 and 2004 proxy seasons the Securities Exchange Commission allowed shareholders' proposals to expense employee stock options to be voted upon at the annual meeting. We analyze the determinants of shareholders' votes for a sample of 107 firms. We hypothesize and find that votes for expensing are higher in firms with perceived excessive option compensation and lower expected earnings impact from expensing. Insiders' ownership is positively associated to votes against, while most types of institutional investors tend to vote for expensing. Finally, votes for are higher in larger firms, with higher interest coverage, higher leverage and lower returns