SEC Vindicates Shareholders that Saved Exxon
FOR IMMEDIATE RELEASE
After investigating ExxonMobil’s 2021 annual meeting in which three new board members were elected, the Commission brought no charges and found no evidence of collusion that had been alleged.
MEDIA CONTACT: Ryon Harms, [email protected], (310) 730-9407
EL CERRITO, CALIFORNIA — October 8, 2026 — The Securities and Exchange Commission today released a Report of Investigation examining whether members of Climate Action 100+ formed an undisclosed “group” in connection with the election of dissident directors at ExxonMobil’s May 2021 annual meeting. After a multi-year investigation, the Commission determined not to pursue an enforcement action. The report states that it “does not constitute an adjudication of any fact or issue” and makes “no findings of violations by any individual or entity.” It also reports that the investigation “did not identify any evidence” of the funding arrangement alleged with respect to Engine No. 1, the central claim of the congressional “climate cartel” narrative.
“The 2021 ExxonMobil vote, in which a majority of the company’s shareholders backed new directors, was a response to structural problems at the company,” said Andrew Behar, CEO of As You Sow, “including its lack of capital discipline and reduced earnings, exemplified by having been thrown off the DOW after nearly a century. It was the clearest demonstration in a generation that shareholders can hold a board accountable when necessary. Shareholders should be thanked for saving the company, not persecuted for doing their fiduciary duty.”
Having found nothing to charge or report, the Commission turned to simply expressing “serious concerns” and setting out legal theories under which it might find that investor coordination triggers beneficial ownership reporting obligations and costs large investors their eligibility to report on Schedule 13G.
“The Commission investigated the alleged conduct for years and concluded it would not pursue an enforcement action,” said Danielle Fugere, President and Chief Counsel of As You Sow. “It then published a document explaining how it might charge similar entities with wrongdoing in the future by citing to a new group formation rule that it set forth in a footnote. This is not how securities regulation is supposed to work. Investors are entitled to clear rules adopted through notice and comment; not new legal definitions announced in a footnote of a 21(a) report. This is particularly true where the apparently offending subject matter addressed by a group – concern about climate-related risk to issuers and investors – seems to be the motivating factor for the SEC.”
“The threat is precise, and it is aimed at the largest investors in the market,” added Fugere. “Moving a diversified fund from Schedule 13G to Schedule 13D is enormously costly, and the Commission knows it. Raising this possibility in a document timed to the 2027 proxy season feels more like a threat than guidance.”
The chilling effect of government investigations is well documented. More than 70 investors left Climate Action 100+ after threats of “anti-trust” violations and “collusion” were alleged by the House Judiciary Committee, which instituted a 2 year-long investigation of financial actors.
Ultimately, the costs of chilling reasonable climate-related action fall on the market. U.S. Insured losses reached over $182 billion in 2024 and are expected to grow significantly in the future. Diversified owners cannot simply diversify away from systemic climate-related enterprise and supply chain risk that appear across portfolios. Instead, an efficient way for investors to reduce risk is to join stakeholder or investor groups formed to provide research, engagement, and reporting on an issue or issues of concern. Participation in such a group is not illegal; it is a right, so long as each financial entity makes its own reasoned decisions as to the actions appropriate for it and its beneficiaries.
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As You Sow is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility. As You Sow addresses a range of issues that affect shareholder value including climate change, ocean plastics, toxins in the food system, biodiversity, racial justice, and workplace diversity. See As You Sow’s shareholder resolution tracker.