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More than 40% of Exxon shareholders back Chair/CEO split in protest at dismissed GHG targets resolution

Investors say vote is a ‘warning shot’ to management.

Just over 40% of shareholders at ExxonMobil (40.8%) have backed a proposal to separate the positions of Chair and CEO at the company in a protest vote against Exxon’s successful dismissal from the AGM of a resolution calling for disclosure of greenhouse gas targets aligned with the Paris Climate Agreement.
The investors said the high vote for an independent Chair was a “warning shot” to Exxon management.
The Church Commissioners, which look after the Church’s investments, and the New York State Common Retirement Fund were the lead filers on the dismissed greenhouse gas proposal. The two were engagement leads at Exxon for the powerful Climate Action 100+ group, the $33 trillion investor initiative, which asks companies to make emissions reductions across their value chain consistent with the goals of the Paris Agreement.
Edward Mason, Head of Responsible Investment for the Church Commissioners, said: “The result of ExxonMobil refusing to put our shareholder proposal to the vote is that investors have simply expressed their frustration at Exxon’s governance on other ballot items. Today’s increased support for the separation of chair and chief executive, in the face of board opposition, is a measure of investors’ profound dissatisfaction. We now expect the company immediately to institute the intensive, meaningful engagement on climate strategy with Climate Action 100+ investors that it has delayed for too long.”
In a separate AGM resolution filed by the New York City Retirement Systems, 29.8% of shareholders also backed calls for a ‘board matrix’, including director’ gender and race/ethnicity, as well as skills and experiences on long-term strategy and risks. That resolution was seen as another attempt to force the company to look at its exposure to climate change risk.The announcement by the Church Commissioners and New York State Common that they would be running an exempt solicitation – an attempt to persuade other shareholders to vote with them on the resolution at ExxonMobil’s AGM calling for the separation of the chair/CEO roles – prompted an unusual return of fire from the company prior to the meeting.
Exxon hit back at what it said were “unwarranted” accusations that it had not engaged with shareholders on climate risk.
The oil major successfully excluded a number of climate-related AGM resolutions, including from the Park Foundation asking the company to reduce its carbon footprint to make it Paris compliant. It excluded another that requested a report detailing the “provision of affordable, reliable, sustainable and modern energy to alleviate energy poverty” from Tri-State Coalition.
A resolution that did make it to the AGM, filed by Arjuna Capital, to charter a new Board Committee on Climate Change gained 7.4% of votes in favour
More successful was a resolution filed by As You Sow, the sustainable shareholder advocacy group, requesting the company report on the public health risks of expanding petrochemical operations and investments in areas increasingly prone to climate change-induced storms and flooding, which was backed by 25% of shareholders.
Two other ESG resolutions gathered more than a quarter of shareholder support. The first was a report on Political Contributions submitted by the Unitarian Universalist Association, which got 26.1%.
The second was a Report on Lobbying submitted by United Steelworkers, to assess whether ExxonMobil’s lobbying is consistent with the best interests of shareholders, which received 37.3% support.