VOTE NO CAMPAIGN AT EXXONMOBIL

In the 2024 proxy season, Majority Action is recommending investors vote AGAINST all directors at ExxonMobil – particularly Executive Chair and CEO Darren W. Woods and Lead Independent Director and Nominating and Governance Committee Chair Joseph L. Hooley – for inadequate oversight of the company’s climate strategy and its actions to undermine shareholder rights.

In addition to exacting a devastating toll on our political, economic and social systems, the escalating climate crisis poses portfolio-wide risks that can’t be hedged against to long-term diversified investors, including the millions of Americans who invest through retirement plans and college savings accounts. 

Since the Paris Agreement, Exxon has been the greatest producer of carbon emissions among investor-owned firms, and it produces the most oil and gas of any investor-owned company by a 24 percent margin. Its projected capital expenditure and climate policy engagement are gravely misaligned with a 1.5°C pathway and its emissions-reduction targets are the worst among the oil supermajors. It is now well-known that Exxon has engaged in a decades-long effort to deny, disinform and delay action on decarbonization.

In 2024, Exxon took the unusual and extraordinary step of attacking and silencing its own investors as an escalation of this long-standing strategy of climate denial, disinformation and delay. Exxon initiated an unprecedented legal action against two of its own shareholders for filing a climate-related shareholder resolution, undermining the efficient and cost-effective administrative process the SEC has had in place for decades and which Exxon has used numerous times in the past. In its 2024 proxy statement, the company singles out, maligns and makes misleading statements about a number of its own investors who have voiced concerns about its management of environmental, social and governance risks. Exxon’s egregious attacks on investors, the shareholder proposal process and the SEC threaten shareholder rights and shareholder democracy. These attacks also undermine the system of corporate governance that is so integral to ensuring corporate accountability for climate change and keeping the rapidly narrowing pathway to 1.5°C open.

INVESTOR RESPONSES

  • Exempt solicitations calling for votes against directors

  • Public statements of intent to vote against directors

    • Norges Bank Investment Management: Public statement of intent to vote against Hooley, May 24 (article)

    • CalSTRS: Public statement of intent to vote against Hooley and Woods, May 23 (article)

    • New York State: Public statement of intent to vote against all directors but two, May 16 (article)

    • Robeco: Predeclaration of vote against Woods, April 30 (Robeco; see p. 5)

    • Brunel Pension Partnership: Public statement of intent to vote against full Exxon board, April 25 (article)

  • Proxy advisor recommendation

    • Glass-Lewis: Vote recommendation against Hooley, May 13 (article) 

  • Other exempt solicitations

    • As You Sow: Exempt solicitation responding to proxy statement attacks, April 30 (filing at SEC) 

    • Interfaith Center on Corporate Responsibility: Exempt solicitation responding to proxy statement attacks, April 22 (filing at SEC; press release) 

  • Other notable responses

    • Wespath: CEO blog post, “Why Exxon’s Climate Change Strategy Is Running on Empty”, May 22 (post) 

    • California Treasurer Ma: Public call for CalPERS and CalSTRS to vote against Hooley and Woods, May 10 (article) 

    • Wespath, Mercy, Illinois Treasurer Frerichs, Maryland Comptroller Lierman: Online briefing on votes against Hooley and Woods, May 9 (press release)

    • California Common Good and California unions: Open letter to CalPERS and CalSTRS calling on them to vote against full Exxon board, May 8 (press release; text of letter)

    • Illinois Treasurer Frerichs: Houston Chronicle op-ed, “Exxon shouldn't be able to silence its shareholders”, April 8 (text)

    • Council of Institutional Investors: Statement defending SEC, February 8 (statement)

    • Norges Bank Investment Management: “Norway oil fund boss criticises ExxonMobil’s ‘aggressive’ climate lawsuit”, February 7 (article)

PRESS 

  • “Majority Action Responds to Director Votes at ExxonMobil Annual Shareholder Meeting,” Majority Action (May 29, 2024)

  • “Majority Action Applauds State Treasurers, Comptrollers and Pension Plan Trustees for Calling on Asset Managers to Vote Against Exxon Board Leadership,” Majority Action (May 22, 2024)

  • “The Exxon Directors and the Proxy Abusers,” Wall Street Journal (May 21, 2024)

  • “Exxon Feels the Heat as More Investors Assail Climate Conduct,” Bloomberg (May 15, 2024)

  • “Majority Action Calls on ExxonMobil Shareholders to Vote Against Directors for Attacks on Shareholder Democracy, Failure to Address Climate Risk,” Majority Action (May 7, 2024)

  • “In Focus: Exxon sues own shareholders and SEC OKs living wage guardrail,” Shareholder Commons: Portfolios on the Ballot (April 26, 2024) 

  • “Utter Disdain for Investors in ExxonMobil Proxy Statement,” ValueEdge Advisors  (April 12, 2024)

  • “Majority Action Responds to ExxonMobil’s 2024 Proxy Statement, Climate Risk Mismanagement, and Attacks on Shareholder Democracy,” Majority Action (April 11, 2024)

  • “Majority Action Decries ExxonMobil’s Climate Risk Mismanagement, Bullying Tactics Toward Shareholders As Company Doubles Down on Lawsuit Over Climate Proposal,” Majority Action (February 22, 2024)

ADDITIONAL RESOURCES