Rebellion brewing as Exxon targets shareholder dissent with No Action requests
Oil giant Exxon Mobil has successfully filed a No Action Request against a resolution put forward by As You Sow, but shareholders are now calling to vote against the board
Exxon Mobil, one of the largest carbon emitting companies globally has successfully filed a No Action Request against a resolution put forward by As You Sow, leaving no climate resolutions aimed at lowering emissions to be discussed at its upcoming AGM.
The As You Sow resolution, first presented at the end of last year requested that Exxon filed annual reports on the sales of assets with material climate impact, including whether the purchasers of these assets are being Paris aligned.
It aimed to shed light on a practice whereby Exxon reduced its carbon footprint through divestiture without disclosing the carbon impact of its sales in the chain.
Exxon Mobil, supported by the law firm David Polk challenged the claim on two grounds. It claimed that As you Sow had filed two resolutions for the same AGM. This is because As You Sow had also acted as a Representative of United Church Fund’s proposal on petrochemicals at the same AGM.
Exxon Mobil also argued As You Sow’s climate resolution fell under the “Ordinary Business Rule” which aims to prevent undue shareholder interference with a company’s ordinary business agenda.
In its response to Exxon, seen by Net Zero Investor, the SEC stated that requesting an annual report on the divestiture of assets could indeed be seen as an attempt to micromanage the company and that it was therefore permissible for Exxon to exclude it from this year’s AGM.
The SEC’s decision comes after Exxon Mobil announced in January that it was taking Dutch campaign group Follow This and the investor Arjuna Capital to court over their climate activist resolution. The oil giant persisted with the case, even though its investors withdrew the resolution.
"Exxon has closed off the standard avenue of raising climate concerns through proposals, so we expect many shareholders will now express their concern through voting against the board."
Rebellion brewing
By stamping down on any climate proposals, Exxon Mobil has potentially raised the temperature for its upcoming AGM warned Luke Morgan, attorney at As You Sow. “Shareholder proposals are a good way to express concern at a lower temperature level this leaves few alternatives.”
Indeed, Exxon disclosed on 18 April that Lucas Schoeppner, manager of Sustainable Investment Stewardship at $26bn Wespath Benefits and Investments had called on fellow shareholders to vote against the reappointment of executive chair & CEO Darren Woods and Lead Director and nominating and governance chair Joseph Hoole due to their hostile treatment of shareholders.
Shoeppner objected in particular to the lawsuit against Aruna Capital and Follow This: “We believe the action taken by Exxon represents a broader threat to shareholder rights amid continued concern regarding the company’s management of climate risk” he warned.
Earlier this week, CalPERS CEO Marcie Frost had also voiced strong opposition to Exxon Mobil’s crackdown, warning in a board meeting: “CalPERS will not be silenced.”
CalPERS does not disclose in advance how it intends to vote at individual AGM's.
Fugere warned that Exxon's attempts to stifle dissent were counter productive: "Preventing shareholders from raising climate-related issues in the 14a-8 proposal process is short sighted. Suing them to prevent climate proposals from being heard raises even greater concerns. We want our companies to be competitive in a decarbonizing world. When a company would rather publicly disparage or sue shareholders to avoid climate questions, red flags should be going up about the direction of the company."
Exxon has been approached for comment by Net Zero Investor but has not yet responded.
