Why do Investors Vote Against Corporate Directors?

Investors now hold independent directors responsible for newer issues including climate change and board diversity. Using different metrics for climate risk, we find a significant association between votes against directors and concerns about climate risk. Female directors receive fewer dissent votes, especially if they serve on the nominating committee. There is no such advantage if they hold leadership positions or have had a long tenure. When institutions publicly express concern about climate risk and board diversity in their rationale for voting against a director, there are more dissent votes. The presence of a shareholder proposal also results in more dissent.