ICCR Files Response to ExxonMobil’s Proxy Statement Attacking Its Shareholders
Filing highlights concerns regarding the company’s escalating attacks on proponents of shareholder resolutions challenging the company’s response to climate-related financial risks.
NEW YORK, NY, MONDAY, APRIL 22, 2024 – The Interfaith Center on Corporate Responsibility (ICCR) announced today that it filed a proxy exempt solicitation via the SEC’s EDGAR platform in response to disparaging statements made by ExxonMobil in its proxy statement against ICCR members and other shareholders who raise concerns about climate-related risk.
In its 2024 Proxy Statement, ExxonMobil made multiple false and misleading statements regarding the motivations of shareholders, including ICCR members, who file proposals seeking disclosure, reports, and strengthened governance to improve long-term financial performance and safeguard shareholder value. The majority of shareholder proposals at ExxonMobil since the 2016 Paris Climate Agreement have sought more information on the company’s plans to reduce its greenhouse gas (GHG) emissions and bring its business into alignment with Paris goals. ExxonMobil urged shareholders to vote against all the shareholder proposals on the company proxy claiming proponents “hijack the shareholder proposal process to advance their own agenda, which often conflicts with growing investors’ value”.
ICCR also raises deep concerns in the proxy solicitation about the lawsuit that Exxon filed against two shareholders who submitted a resolution asking the company to accelerate the pace of its transition plan. The lawsuit is clearly intended to intimidate and silence the voice of concerned shareholders and undermine the authority of the SEC.
In its proxy response, ICCR states: As fiduciaries, ICCR members are keenly interested in the long-term financial success of the companies held in their portfolios, including ExxonMobil. Given the increasing urgency of the climate crisis and the systemic risks from climate change inherent in ExxonMobil’s fossil fuel business, many if not most proposals have highlighted the importance of setting the meaningful decarbonization targets necessary to put the company on a more sustainable energy path.
Said ICCR’s CEO Josh Zinner, “Clearly, Exxon has taken an aggressive stance and is expanding and sharpening its attacks against shareholders through litigation, and now its proxy statement, in an attempt to silence any dissenting voices. But that’s not how public companies work. As part owners investors have the right, and indeed the obligation, to challenge management and the board on corporate governance concerns lest they become complicit in harmful impacts. At issue here is what constitutes strong performance and long-term risk management; our members are active investors concerned with immediate corporate impacts that may translate to systemic financial risks to their portfolios in the future. Climate change is one such impact and they utilize shareholder proposals to voice these concerns as is their right. Strong corporate leaders will not find this give-and-take “obstructive or abusive”, but will recognize it as the important private ordering mechanism it is intended to be.”
ICCR’s response also notes that shareholder proposals are typically filed only when other forms of engagement have been rebuffed or are unproductive and called the attacks on shareholders concerned with long-term financial risk a regrettable turn for ExxonMobil management, which for decades under numerous Corporate Secretaries held respectful and substantive discussions with many investor members of ICCR. ICCR views these recent attacks as a radical setback in investor relations they believe will lead to increased divisiveness and hostility between ExxonMobil’s board and management and its investors.
The ICCR response also highlighted ExxonMobil’s recalcitrance to meaningfully respond to the climate crisis by shifting its business model away from an over-reliance on fossil fuels. ExxonMobil has consistently dragged its feet, lobbied heavily against strong climate policy, and funded misinformation campaigns developed by industry trade groups like the now-defunct Global Climate Coalition to sow doubt about established climate science. A study by Harvard University and the University of Potsdam published last year showed that not only did ExxonMobil know that GHG emissions were harming the environment, but it was also able to predict with remarkable accuracy how devastating the damage would be. ExxonMobil’s deception extended to all its stakeholders including its investors, customers and the public, all of which will ultimately pay the price.
Yet the company responds by attacking shareholders raising concerns about these very issues.
Continued Zinner, “In the end, the shareholders - not a monolithic voice by any means - will be the ultimate litmus test for the merits of a given shareholder proposal; that is shareholder democracy at work. For Exxon to intentionally undermine this system by disparaging and intimidating investors who raise genuine concerns regarding longer-term systemic risks is disturbing and will likely prove costly to the company from a reputational perspective.”
A link to the proxy exempt solicitation on the SEC’s EDGAR website is here.
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 Twitter/X (@iccronline), LinkedIn, and Facebook.
