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Top Exxon directors cruise to re-election despite activist opposition
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Top Exxon directors cruise to re-election despite activist opposition
May 29, 2024 11:31 AM

May 29 (Reuters) - Exxon Mobil ( XOM ) investors on

Wednesday voted to re-elect Chairman Darren Woods and Lead

Director Joseph Hooley by wide margins despite activist

shareholder opposition.

The two had faced a "vote no" campaign by shareholder rights

activists over the top U.S. oil company's lawsuit against

climate-focused investors who had filed, then withdrawn, a

measure for the meeting.

The campaign amounted to a test of whether top fund firms

would rally to defend the small shareholders whose resolutions

have put topics like the environment and workforce diversity at

the center of many corporate annual meetings.

Wednesday's results suggested the answer was no. Exxon

said its 12 director nominees were all easily re-elected with

between 87% to 98% support and average support of 95%, just

below last year's 96% average.

The outcome "signals a belief that we are on the right

track by overwhelmingly re-electing our directors," Exxon said

in a statement after the results were announced.

Independent corporate governance consultant Francis Byrd

said top asset management firms who have the largest batches of

Exxon shares did not seem to see threat posed by Exxon's suit as

strong enough to justify critical votes.

He contrasted their stance with officials from the

California Public Employees' Retirement System, which voted

against all Exxon's nominees and

whose CEO said Exxon's suit

"threatens to silence shareholders everywhere."

NOT SO 'HAIR-ON-FIRE'

The top funds "may have felt it was not as important, not as

hair-on-fire as CalPERS did," Byrd said in an interview. "Maybe

they're thinking Exxon is going a little overboard but we'll

allow it" and discuss the issues in closed-door meetings with

the company, Byrd said.

Douglas Chia, president of consulting firm Soundboard

Governance, said the vote results can be seen as a victory for

Exxon given the vote-no campaign. "87% support is higher than I

expected the lowest vote-getter to receive," Chia said

via-email.

Calpers did not immediately comment on the outcome. Among

top Exxon investors, BlackRock ( BLK ) and Vanguard

representatives did not immediately respond to questions about

how they voted. A State Street representative declined

to comment.

Mary Minette, senior director of shareholder advocacy

for Mercy Investment Services, one of the small

socially-responsible firms that had begun the vote-no campaign,

said the effort at least lowered the range of support directors

received from last year, when they got between 91% to 99%.

The change, Minette said, "does show that Exxon has some

work to do to gain back the trust of its investors after its

attacks on the shareholder proposal process and its combative

stance towards investors who avail themselves of that process."

YET ANOTHER REPORT

The company had sued climate activist groups Arjuna

Capital and Follow This in January, demanding legal costs and

declining to drop the case even after the two agreed to withdraw

their petition. Frequently the target of shareholder proposals,

Exxon said regulators should review the process to decide what

measures should appear on corporate ballots.

During Wednesday's meeting, held online, Woods, who is

also Exxon's CEO, criticized other resolution filers as their

own measures came up.

"There's no need for yet another report which frankly is

not the intent of the proponent anyway," Woods said in response

to call for a review of Exxon's social impact. "This is yet

another example of using a legitimate shareholder process to

advance an activist agenda not consistent with growing

shareholder value."

He cited Exxon's own environmental efforts to help cut

global emissions. Woods said that "while wind and solar have an

important role to play, they are simply not sufficient." Heavy

industries need carbon capture and storage, biofuels, and

hydrogen, he said, all sectors in which Exxon competes.

Exxon did not break down the votes received by

individual directors, saying they would be shown in a future

filing.

Other vote results at Exxon also suggested general

support for the company's board from investors. For instance,

Exxon said 92% of shares voted favored an advisory measure on

its pay, up from 91% last year.

In addition, a measure calling for Exxon to report on

plastic production won about 21% support, down from 25% last

year. The aforementioned social impact report won backing from

7% of votes cast, down from 17% last year, Exxon said.

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