Shareholders plan to vote against ExxonMobil’s board of directors over lawsuit

May 24th, 2024

ExxonMobil's shareholders have released plans to vote against the company’s board of directors in response to its lawsuit against climate activist investors. 

CalPERS announced its plans to vote against all board members at the company’s May 29, 2024, annual meeting in protest of ExxonMobil's lawsuit against two of its shareowners. 

New York City Police Pension Fund, Illinois State Treasurer, Majority Action, Wespath Benefits and Investments and Mercy Investment Services have all also urged ExxonMobil shareholders to vote against the election of Exxon’s executive chair and CEO Darren Woods and lead independent director and nominating and governance committee chair Joseph Hooley. 

ExxonMobil filed a lawsuit against activist investment firms Arjuna Capital and Follow This in January after the firm put forward an ESG vote at its AGM. 

The firms introduced a shareholder proposal to raise the greenhouse gas (GHG) emission reduction bar for the company. 

Despite the firms withdrawing the vote, ExxonMobil has moved forward with its lawsuit against Arjuna Capital this week after a judge allowed the case to move forward.  

The claim against Follow This has been dismissed as the court has no jurisdiction because the firm is based in the Netherlands.  

In its initial complaint, ExxonMobil said the shareholder proposal and proxy voting process has become “ripe for abuse by activists” and chose to file a lawsuit over submitting a request to the Securities and Exchange Commission (SEC) to exclude the proposal. 

CalPERS CEO Marcie Frost and board president Theresa Taylor said: “If ExxonMobil succeeds in silencing voices and upending the rules of shareholder democracy, what other subjects will the leaders of any company make off limits? Worker safety? Excessive executive compensation? 

“... Decades of shareholder rights are under threat from a lawsuit filed by the leaders of a powerful US corporation, designed to punish two small groups that dared to speak truth to power.  

“If successful, the legal action could diminish the role—and the rights—of every investor in improving a company’s bottom line.” 

Minerva’s blog focuses on the latest developments in ESG investing and stewardship. Minerva is a global provider of sustainable stewardship solutions with over 25 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data, enabling them to navigate the intricate landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.