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climate-focused investors who had filed, then withdrawn, a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