National Post

Exxon shareholde­rs reject split of duties

- Jennifer Hiller

Exxon Mobil Corp. shareholde­rs soundly rejected climate- related proposals and splitting the chairman and chief executive’s roles at the oil major’s shareholde­r meeting on Wednesday.

Climate activists had swung behind efforts to split the roles of chief executive and chairman after prior defeats on climate reports. This year’s vote on an independen­t chair collected 32.7 per cent of the vote, down from nearly 41 per cent last year.

Exxon’s director slate was approved by an average of 93.6 per cent, the company said in preliminar­y results.

Influentia­l proxy adviser Institutio­nal Shareholde­r Services this year recommende­d a vote against the independen­t chairman resolution.

Matrix Asset Advisors, which holds around 135,000 shares of Exxon, said it voted in line with ISS because it has no major issue with Exxon management, said President David Katz. “Nothing has risen to the level where we have to step in and make our voice heard,” Katz said.

Exxon had taken steps to bolster its defences against the measure by granting its lead director increased authority to pre- review board agendas and to meet with top shareholde­rs. The proposal last year received nearly 41 per cent of the vote, up from 38.7 per cent in 2018.

Unlike European rivals, Exxon faces little government pressure to curb greenhouse emissions or strike deals with climate activists. Under CEO Darren Woods, it blocked six climate resolution­s from this year’s ballot, encouragin­g activists to seek the split.

Other shareholde­r proposals that failed included calls for the company to increase its reporting of lobbying, political contributi­ons and petrochemi­cal risks, and to make it easier for shareholde­rs to call special meetings.

Blackrock Inc. said it cast an advisory vote in favour of an independen­t chairman and against the reelection of two directors over the company’s approach to climate risks.

Blackrock, which this year joined the Climate 100+ investor group seeking greenhouse gas emissions curbs, said the current board lacked independen­t leadership and showed no “sense of urgency” with regard to climate-related risks.

“Exxon may benefit from the additional of an individual with more direct industry experience on the board,” the investor said. Blackrock is the second-largest institutio­nal owner of Exxon with about 6.7 per cent of Exxon shares outstandin­g.

Top Exxon holders’ Vanguard Group and State Street Corp declined to comment on their votes. Along with Blackrock, the three combined own about 20 per cent of Exxon shares.

Blackrock voted against Exxon directors Angela Braly, the former CEO of health insurer Wellpoint, and Kenneth Frasier, the CEO of pharmaceut­ical maker Merck & Co, over the Exxon’s “insufficie­nt progress” on climate- related financial disclosure­s and related action, Blackrock said. Both directors were reelected.

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