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The Exxon Directors and the Proxy Abusers

By The Editorial Board


Progressives retaliate after the company fights back against a shareholder resolution that would harm other investors.

Progressives are abusing the shareholder proxy process to drive their climate and social agenda, and now they want to punish Exxon Mobil for daring to fight back.

California Public Employees’ Retirement System (Calpers) on Monday said it would vote against all of Exxon’s directors at its shareholder meeting next week. Proxy adviser Glass Lewis last week recommended that shareholders reject Exxon’s lead independent director Joseph Hooley’s re-election, citing “unusual and aggressive tactics” against activist investors.

Majority Action, a leftist outfit, is also prodding institutional investors to oust CEO Darren Woods and Mr. Hooley for “attacking shareholder democracy and failing to address climate risk.” Far from protecting shareholder rights, these agitators want to punish Exxon and its investors for refusing to surrender.

Exxon filed a federal lawsuit in January to block a shareholder resolution by Follow This and Arjuna Capital that sought to force steep cuts to the company’s CO2 emissions, including any from the combustion of its products. As Exxon explained in its suit, the resolution would force it to “change the nature of its ordinary business or to go out of business entirely.”

Follow This and Arjuna invest in companies to drive their anti-fossil-fuel agenda. As Follow This says, “we buy shares in order to work on our mission to stop climate change, not to make a financial profit,” and to make producers “stop exploring for more oil and gas and start exploring for new business models.”

The Securities and Exchange Commission’s longstanding rules let public companies block shareholder resolutions that affect a company’s “ordinary business operations.” But current SEC Chair Gary Gensler has declined to let companies nix resolutions if they have a “broad societal impact.” Read: political impact…



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