In the run-up to the annual proxy voting season, ExxonMobil is tightening the screws on climate activists it accuses of wasting the company's resources by repeatedly submitting the same shareholder proposals that have been resoundingly defeated in the past.
In its 2024 proxy statement released this month, the top US oil major lays out the case against what it describes as "serial proponents" of ballot measures that abuse the shareholder proposal process by pushing their own narrow agenda at the expense of long-term shareholders. The campaign builds on a lawsuit filed against two investors at the start of the year that were leading the clamour for ExxonMobil to accelerate its climate goals and target emissions from customers.
Dutch activist group Follow This and sustainable investment firm Arjuna Capital withdrew their motion in light of the lawsuit, but the oil major has continued with its legal action, arguing that "important issues remain for the court to decide". ExxonMobil is also calling for a stricter interpretation of rules governing the proxy process on the part of the US Securities and Exchange Commission (SEC).
The lawsuit follows a growing backlash against environmental, social and governance investing by Republican-led states that has taken aim at large asset managers including BlackRock. The pushback has seen the SEC water down new climate risk disclosure rules following an intense lobbying effort by big business. And US bank JP Morgan chief executive Jamie Dimon recently slammed the White House's LNG export pause as "not only wrong but also enormously naive".
The high watermark of the shareholder climate push came in 2021 when a tiny hedge fund overthrew a quarter of ExxonMobil's board with help from institutional investors concerned with the company's lagging financial performance. The difference between then and now is that oil industry profits have bounced back in the intervening years as the debate has shifted in favour of energy security following the war in Ukraine, sending ExxonMobil's share price to new highs. As a result, support for climate motions at oil companies has declined.
ExxonMobil has four shareholder measures on the ballot for this year, down from 13 a year ago. Over at Chevron, the second-biggest US oil major, investors will vote on four shareholder proposals, down from eight in 2023. ExxonMobil is encouraging shareholders to vote against the proposals calling on it to cut executive pay incentives for emissions reductions, as well as carry out reports into pay in relation to gender and racial bias, the impact on workers and communities of the energy transition, and plastics. Ballot measures at Chevron include calls to implement reports on tax transparency and human rights practices.
Early warning system?
Only 3.55pc of the 140 resolutions filed at ExxonMobil annual meetings between 2014 and 2023 passed, the company says. The cost of considering each proposal is as much as $150,000. But proposals that initially attract only a small amount of shareholder support can sometimes act as an early warning system that spurs changes in company strategy further out, climate activists argue.
ExxonMobil's lawsuit is an "aggressive effort to chill consideration among its shareholders about how the company is adapting its business model in light of the need for a fair and fast transition away from fossil fuels", advocacy group the Union of Concerned Scientists campaign director Kathy Mulvey says. Shareholder advocate As You Sow, criticised in ExxonMobil's proxy statement, accuses the major of attacking shareholder democracy. The board "should consider proposals on their merits, rather than assaulting the long-standing rights of company owners or their representatives", the group's president, Danielle Fugere, says.
By Stephen Cunningham
