Exxon Mobil’s Final-Ditch Try to Stave Off a Local weather Coup

(Bloomberg) — It was a shocking second for Exxon Mobil Corp. and the broader company world: a tiny activist fund had succeeded in altering the corporate’s board. However within the hours main as much as this week’s annual shareholders assembly, Exxon went to extraordinary lengths to go off the risk from a marketing campaign about

(Bloomberg) — It was a shocking second for Exxon Mobil Corp. and the broader company world: a tiny activist fund had succeeded in altering the corporate’s board.

However within the hours main as much as this week’s annual shareholders assembly, Exxon went to extraordinary lengths to go off the risk from a marketing campaign about which it had been largely dismissive months earlier.

Exxon telephoned buyers the morning of the poll — and even throughout an unscheduled, hour-long pause through the digital assembly — asking them to rethink their votes, in keeping with a number of of those that acquired calls. Some mentioned they discovered the last-ditch outreach and halt to the assembly unorthodox and troubling.

“It was a really uncommon annual normal assembly,” mentioned Aeisha Mastagni, a fund supervisor on the California State Academics’ Retirement System, a significant Exxon investor that backed the activist marketing campaign from the start. “It didn’t really feel good as an investor.”

The Could 26 assembly concluded with Exxon stating that two of the dissident’s 4 director nominees had been elected, a coup for Engine No. 1, a little-known funding agency calling for the corporate overhaul its technique, reduce prices and provide you with a plan to handle local weather change. Its victory is broadly seen as a warning to the remainder of the trade that buyers will now maintain power corporations to account for environmental considerations.

The complete outcomes of the vote nonetheless haven’t been disclosed; a 3rd Engine No. 1 nominee remains to be within the operating to fill one of many two remaining board seats. Whereas there’s no suggestion Exxon broke any guidelines throughout Wednesday’s assembly, such techniques are uncommon for a blue-chip firm.

In response to questions concerning the assembly, the corporate mentioned it’s been “actively engaged” with buyers and welcomes the newly elected administrators.

Web Zero

Exxon opposed Engine No. 1 from the outset. The fund holds a stake in Exxon of simply 0.02%, valued at about $54 million. The oil firm described the fund’s 4 candidates as unqualified and mentioned its proposals would imperil Exxon’s dividend.

Nonetheless, the corporate made a concession in March to a different investor, D.E. Shaw & Co., appointing two new administrators, together with activist investor Jeff Ubben. However Exxon nonetheless refused to satisfy with the Engine No. 1 candidates.

A major hurdle confronted by the corporate was successful help of enormous establishments together with its prime three buyers, Vanguard Group Inc., BlackRock Inc. and State Avenue Corp., which collectively maintain a stake of greater than 21%. BlackRock has been vocal about its voting tips on local weather change.

Discussions with many giant buyers within the run-up to the vote have been primarily centered on Exxon’s technique to get to internet zero emissions by 2050, and never the corporate’s monetary efficiency, in keeping with folks aware of the talks. Chief Government Officer Darren Woods obtained down within the trenches through the proxy combat and made commitments to maintaining the dialog going after the assembly, the folks mentioned.

However Vanguard, BlackRock and State Avenue in the end supported a partial slate of nominees from Engine No. 1.

A sign the combat could be tilting in Engine No. 1’s favor got here mid-Could with the partial backing from two main proxy advisory companies. Two days earlier than the vote, Exxon mentioned it could appoint two new administrators, one with “local weather expertise” and one other with trade experience.

‘Banana-Republic Really feel’

On the morning of the assembly, Engine No. 1 issued a press release alerting shareholders that Exxon might strive, “in a focused method,” to influence them to vary their vote.

Positive sufficient, by the point the digital assembly started at 9:30 a.m. Dallas time, Exxon representatives have been ringing buyers. In some instances, these calls entailed cajoling holders to at the least scale back their help to 1 or two dissident nominees relatively than all 4, in keeping with folks aware of the conversations, who requested to not be recognized as a result of the discussions have been non-public.

At about 10:15 a.m., investor relations head Stephen Littleton introduced proceedings could be paused for 60 minutes, citing the amount of votes nonetheless coming in. As classical music performed on the webcast, emails began flying between buyers left bewildered by the halt.

One government at a significant Exxon shareholder mentioned they have been contacted throughout this hiatus and pushed to vary their vote. The particular person, who has a long time of expertise coping with boardroom elections, mentioned that whereas such appeals a day earlier than a vote are commonplace, it was the primary time they’d fielded such a request throughout a gathering.

In the meantime, Engine No.1 launched one other assertion saying shareholders ought to “not be fooled by ExxonMobil’s last-ditch try to stave off much-needed board change.” Charlie Penner, head of energetic engagement at Engine No. 1, went on tv to complain.

“They’re doing a tactic known as the whittle-down, the place they inform a shareholder to attract down your votes for this particular person, they inform one other shareholder they’ll draw down their votes for this particular person, and so they step by step attempt to whittle folks down,” he advised CNBC. “It has a really banana-republic really feel.”

The pause was one thing that Anne Simpson — the California Public Staff’ Retirement System’s managing funding director for board governance and sustainability — had by no means seen earlier than in her three-decade profession.

Simpson didn’t get a name from Exxon about altering her votes. However the apply nonetheless disturbed her. “If the feedback are true, this raises the query concerning the sanctity of the poll field and whether or not corporations ought to have privileged entry,” she mentioned.

The assembly didn’t conclude till nearly three hours after it first started, with Littleton studying out a abstract of the preliminary tally of votes.

“We welcome the brand new administrators Gregory Goff and Kaisa Hietala to the board,” Woods mentioned in his concluding remarks, “and look ahead to working with them constructively and collectively on behalf of all shareholders.”

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