Illinois treasurer and Maryland comptroller join opposition to Exxon’s leadership

Exxon’s CEO Darren Woods and government committee chair Joseph Hooley might be facing a déjà vu. Three years ago, they found themselves at the centre of a shareholder revolt triggered by a small activist investor, which led to an overhaul of the oil giant's board.

In 2021, the hedge fund Engine No. 1 pushed for the inclusion of board members with experience in the energy industry and for the adoption of a strategy towards sustainable value creation in a decarbonising world.

Unlike most activist resolutions, Engine No. 1’s proposals were backed by a majority of shareholders; they led to the inclusion of three new board members, who are still part of the oil giant’s leadership. Exxon has also since made progress on setting clearer Scope 1 and 2 emissions reductions plans and expanded its Low Carbon Solutions offering.

However, its lawsuit against shareholders Follow This and Arjuna Capital now appears to undermine some of these gains as the oil giant is facing a widening backlash from its shareholders.

While Exxon successfully fended off any climate resolutions for this year’s AGM through a combination of legal threats and SEC no-action requests, shareholders are now turning against the firm’s leadership.

US pension fund Wespath Benefits and Investments and the investment manager Mercy Investment Services called for a vote against the reappointment of Woods and Hooley in April, as first reported by Net Zero Investor in April.

These concerns are now also voiced by the comptroller of Maryland and the treasurer for Illinois, who also expressed their dismay about Exxon’s handling of shareholder democracy in an investor briefing. Some 172 investors and media representatives were in attendance, indicating the widespread public interest in the initiative.

Brooke Lierman, comptroller of Maryland and a Democrat, said that Exxon was facing one of its most consequential board of directors’ elections this year. “This is a very simple and commonplace resolution that investors at virtually every other energy company consider, asking whether management teams who aren’t dependent on old, discredited ways of selling energy might be more proactive and might prepare better for a clean energy future,” she argued.

“All Exxon investors should be aware of the risk profile of the two board members who are the focus of the withhold vote and should be fully informed. Everyone on this call should understand that there should be no place on publicly held corporations’ board of directors for stifling investor feedback,” Lierman warned.

Lucas Schoeppner, manager of Sustainable Investment Stewardship at $26bn Wespath, added that Exxon’s actions represented a broader threat to shareholder rights amid continued concern about the companies’ management of climate risks.

Mary Minette, senior director of Shareholder Advocacy at Mercy Investment Services, stressed the successful track record of shareholder engagement with Exxon. “When the company’s 2024 Proxy Statement was released, characterising shareholders with proposals going to a vote as ‘serial proponents with fringe concerns’ and attempting to make distinctions between ‘investors who are looking to ensure long-term economic value and other shareholders who may have acquired or borrowed a small number of shares to pursue their own agendas,’ we were frankly stunned,” she said.

“Exxon Mobil is a public company. Anyone who buys its stock is a shareholder and has the right to avail themselves of the rights granted to shareholders under the rules of the SEC,” Minette added.

This sentiment was also echoed by Michael Frerichs who has served as a chief investment officer and chief banking officer for Illinois, which holds some $56bn in assets. “Exxon Mobil’s unprecedented lawsuit against two shareholders and the latest political efforts to silence others poses a serious threat to American prosperity and competitiveness,” he warned.

Frerichs' and Lierman's comments comes as other pension funds, including Brunel in the UK and investment manager Robeco have declared they intend to vote against the reappointment of Exxon's leadership. Other investors, including CalPERS and Norges Bank Investment Management had expressed their concerns about Exxon's handling of shareholder rights.

But investors present at the briefing also voiced caution, among others on Exxon’s claim that Follow This' resolution had been repetitive and whether the vote against Exxon’s leadership could morph into a proxy battle.

“We really don’t intend to unseat the directors; this is not a proxy battle. What we are trying to do is get the board’s attention for what we see to be a governance issue that they need to address sufficiently. This is costing the company a significant amount of money and is not doing their reputation any good,” Minette stressed.

Whether the pushback against Exxon's leadership will resonate now depends on the voting guidance issued by influential proxy advisers such as Glass Lewis and ISS and the voting decisions of major shareholders such as BlackRock, Vanguard and State Street.

More on this:

Wespath's Schoeppner: why we are calling for a vote against Exxon's board

Rebellion brewing as Exxon targets shareholder dissent with no action requests

'CalPERS will not be silenced' pension fund CEO warns Exxon Mobil