DescriptionHigh CEO compensation is a known problem. The Dodd-Frank Act of July 21st, 2010 mandates a periodic advisory Say-on-Pay vote (SoP) on a company’s executive pay. In the first essay, we estimate the determinants and impacts of the SoP vote. We find that SoP approval is positively related to the firm’s past performance and negatively related to the CEO’s past compensation. We also find that the increase in future compensation is positively related to the SoP support. These relationships are weaker in the presence of institutional ownership. We document similar results for non-CEO executive compensations. Last, we estimate the impact of SoP vote on future performance. We find that future performance is negatively related to SoP support and is positively associated with a vote being in the lowest SoP quartile. In the second essay, we use logit estimate to see the impact of the SoP vote on CEO turnover. We find that, controlling for firm performance and CEO attributes, the likelihood of a turnover is negatively related to SoP support. This result is similar for the likelihood of forced CEO turnovers and replacements by CEOs who are hired from outside of the company. We also find that most CEO departures take place in the second half of the year (rather than in the immediate six months) after the annual meeting in which the SoP vote is cast. In conclusion, SoP has consequences even though it is formally an advisory vote.