This paper studies how managers react to the empowerment of shareholders in governance provisions. A staggered legislative change that makes shareholder-initiated majority-voting proposals binding is followed by a 40% increase in the submission of management-initiated majority-voting proposals. Management adopts provisions that crowd out shareholder proposals pre-empting shareholder initiated changes and giving management control over future amendments of voting rules. The remaining firms, experience more negative market return reactions in close-call votes of shareholder proposals. This result indicates that managers resist the implementation of majority-voting standards precisely in those firms where it would be more value-destroying