Shareholders Ask SEC to Reconsider ExxonMobil Program Locking in Pro-Management Vote in Violation of SEC Rules
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Ryon Harms, [email protected], (310) 730-9407
EL CERRITO, CA — September 30, 2025 —Today, shareholder representatives As You Sow and Interfaith Center for Corporate Responsibility (ICCR) filed a request with the U.S. Securities and Exchange Commission (SEC) to rescind its effective approval of ExxonMobil’s “Retail Voting Program.” Exxon’s program, under the guise of ‘assisting’ retail voters, seeks to opt retail shareholders into a program that would cast their votes in favor of management for all future meetings, unless and until shareholders take steps to opt-out.
Rule 14a-4, however, states that authority to vote on behalf of a shareholder cannot be given for more than a single annual meeting, with voting materials furnished in advance of giving such authority. SEC’s 14a-4 proxy voting rules were promulgated to ensure that shareholders who have invested their capital have an effective voice in company management. Exxon’s plan does the opposite.
“This program is a direct attack on shareholder rights,” said Andrew Behar, CEO of As You Sow. “Currently retail voters hold roughly 40% of Exxon shares and nearly 75% of those shareholders currently do not vote. A standing proxy in favor of management therefore significantly increases the odds of a perpetual management advantage. This goal is underscored by the fact that Exxon fails to make available an equivalent standing vote against management.”
“Rules like 14a-4 are crucial for ensuring that the powerful corporate players in our economy remain accountable to their stakeholders and positioned for long-term success. Under Exxon’s proposed program, retail investors would relinquish their rights to evaluate company performance annually and cast their votes accordingly, thereby potentially granting management carte blanche on critical governance issues such as contested board contests, CEO pay votes, and other matters. The Exxon scheme assumes that investors prefer to be passive when what is clearly needed to ensure successful companies are more engaged, active investors.” said Josh Zinner, CEO of ICCR.
“Exxon’s violation of current SEC proxy rules is not a technical footnote,” said Danielle Fugere, President & Chief Counsel of As You Sow. “Although Exxon equates its program to existing third party voting guidelines like “As You Vote,” its program is fundamentally different. As You Vote and a range of other 3rd party voting guidelines apply to all companies and there is no self-interested vote as with Exxon’s scheme. The securities laws are clear — proxies must be given annually, after investors receive the meeting-specific issues on which they will be voting. Exxon’s retail voter program blatantly ignores those requirements. Allowing this program to proceed would set a dangerous precedent that undermines the integrity of our markets.”
# # #
As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. Its focus areas include climate change, ocean plastics, toxins in the food system, the Rights of Nature, racial justice, and workplace diversity. Click here to view As You Sow’s shareholder resolution tracker.
About the Interfaith Center on Corporate Responsibility (ICCR)
The Interfaith Center on Corporate Responsibility (ICCR) is a broad coalition of more than 300 institutional investors collectively representing over $4 trillion in invested capital. ICCR members, a cross-section of faith-based investors, asset managers, pension funds, foundations, and other long-term institutional investors, have over 50 years of experience engaging with companies on environmental, social, and governance (“ESG”) issues that are critical to long-term value creation. ICCR members engage hundreds of corporations annually in an effort to foster greater corporate accountability. Visit our website www.iccr.org and follow us on LinkedIn, and Bsky.