We had no doubt of its disdain for shareholders after ExxonMobil decided to bypass the no-action process to challenge a shareholder proposal in court purely for intimidation — refusing to drop the lawsuit even after the proposal was withdrawn. We reiterate that there is no possible justification for a lawsuit to challenge a shareholder proposal without first challenging it at the SEC, specifically set up for these issues. Adding insult to injury and some more injury, too, ExxonMobil has decided to express its contempt for shareholders who dare to speak out in what is normally a lawyered-into-blandness document, the proxy statement. (Many thanks to Tim Smith for bringing this to our attention.)

It is not necessary to say, at the beginning of the section on shareholder proposals: “

“Following SEC rules, other than minor formatting changes, we are reprinting the proposals and supporting statements as they were submitted to us. We take no responsibility for them, and we encourage readers to make their own investigations into their assertions – many of which are inaccurate and misleading.” While shareholders are limited to 500 words, the company has access to as many words as it wants to rebut the assertions in shareholder proposals. When they receive the proposal, they have months to provide any information to the proponents to encourage them to withdraw the proposals. Instead they use the proxy to whine about the cost of responding and try to distinguish the proponents from what I suppose they would call “real” (meaning silent) shareholders.

And it is disingenuous and downright slimy to cite the $130,000 figure as the cost of responding to shareholder proposals and attribute it to the SEC when in fact it is a claim made by corporate insiders that is not audited, documented, or justified and it has not been verified by any government agency. Corporate executives could reduce that cost to zero by just accepting the proposal instead of challenging it. They could reduce it to almost zero by calling the proponent to try to come to some accommodation. And they could recognize the significant benefits of shareholder proposals, which are part of what enables them to raise capital from the public markets, and which, by our un-audited, un-documented arithmetic, vastly exceed $130,000.

In response to ExxonMobil’s 2024 proxy statement, Eli Kasargod-Staub, executive director of Majority Action, said:

“ExxonMobil’s proxy statement doubles down on the company’s egregious mismanagement of climate risk. Rather than tackle the challenge of becoming a 21st century company able to supply net-zero energy, ExxonMobil is continuing its long history of climate denial, delay, and detours by suing its own investors for using established mechanisms to address risk and governance concerns. The proxy statement’s attempt to divide ExxonMobil’s owners into ‘our investors’ and ‘other shareholders’ and attacks on the SEC is a mask-off moment for the company’s assault on shareholder democracy.

“In light of the company’s abuse of its owners, it is alarming to read ExxonMobil tout lead independent director and nominating and governance chair Joseph L. Hooley’s ‘extensive experience with institutional investors’, and claim that Hooley’s ‘unique background helps the Board better understand investors’ perspectives on risk’.

“ExxonMobil’s board of directors is responsible for these egregious attacks on shareholder democracy and risk management. But shareholders are not powerless in the face of these affronts. Together, shareholders can hold the board accountable for this irresponsible behavior by voting against Joseph L. Hooley, Executive Chairman Darren Woods, and other ExxonMobil directors between now and the company’s shareholder meeting on May 29.”