On 27 May, ExxonMobil shareholders will vote on a ballot that includes a proposal to redomicile the company from New Jersey to Texas, where the state established a specialised Business Court in 2024 and where Governor Greg Abbott has said the law is designed to make it harder to sue board members. On the same ballot, over 100,000 retail shareholders who enrolled in the company’s retail voting programme will have their votes automatically cast in favour of every board recommendation, including the redomicile itself, unless they individually take steps to override. The New York City Comptroller has filed a shareholder proposal asking why the programme offers no voting option other than to support the board.

These are not unrelated developments. They form part of a sequence that, taken together, represents the most comprehensive effort by any single company to restructure the relationship between shareholders and management in modern corporate governance.

Following a no-action letter from the SEC’s Division of Corporation Finance, ExxonMobil launched its retail voting programme in September 2025. The programme invites individual shareholders to opt in to a standing voting instruction directing their shares to be voted in line with board recommendations. The SEC confirmed it would not recommend enforcement under Exchange Act Rules 14a-4(d)(2) and 14a-4(d)(3), which ordinarily prevent proxy authority from being granted beyond a single annual meeting.

Participants choose between two options: apply the instruction to all matters, or to all matters except contested director elections and transactions requiring shareholder approval. They can opt out at any time and can override their standing instruction for any individual meeting. Exxon reports that retail investors hold roughly 40% of its shares, with 75% historically not voting.

As of 1 March, more than 100,000 shareholders representing over 3% of outstanding shares had enrolled.

Comptroller Mark Levine has filed a shareholder proposal for the 27 May AGM, on behalf of the New York City Police Pension Fund, calling on the board to ensure the programme provides “multiple independent options” so that it does not “inordinately advantage the board’s own voting recommendations”.

The comptroller’s office described the programme as “effectively [creating] a process for robo-voting in line with board recommendations” and said it “raises significant governance concerns”.

In its proxy statement, Exxon rejected the characterisation and accused the proposal of “misleading investors”. The company defined robo-voting as occurring “when institutions agree to vote on behalf of beneficial shareholders but outsource that vote to a third party with no fiduciary duty”. It argued that implementing additional voting options beyond those in the SEC’s no-action letter would be “inconsistent with state law and the board’s fiduciary duties, making the proposal unworkable and illegal”.

On the same ballot, Exxon’s board has unanimously recommended that shareholders approve changing the company’s state of incorporation from New Jersey to Texas. The board approved the move on 10 March 2026.

ExxonMobil has been incorporated in New Jersey since 1882, when it was Standard Oil of New Jersey. Its headquarters moved to Texas in 1989. The redomicile is a change of legal home, not physical operations.

Darren Woods, Exxon’s chairman and CEO, said the move would align the company’s legal home with “a state that understands our business and has a stake in the company’s success”. In reporting on the announcement, Woods was quoted as saying the move would protect the company from “frivolous shareholder lawsuits”.

Texas established the Texas Business Court in 2024. The state has positioned itself as an alternative to Delaware’s Court of Chancery, which has historically been the dominant forum for corporate governance litigation in the United States. Texas’s new laws are designed to be more favourable to boards and management in shareholder disputes.

The retail voting programme is directly relevant to this proposal. Shareholders who enrolled and selected the “all matters” option will have their votes automatically cast in favour of the redomicile, in line with the board’s recommendation, unless they take active steps to override their standing instruction for this specific meeting.

There is already a direct precedent. MercadoLibre, Inc. proposed to redomicile from Delaware to Texas in 2025. After Glass Lewis and ISS provided negative commentary on the proposal, MercadoLibre withdrew it. The Texas Stock Exchange and the Texas Association of Business, both intervenors in the Glass Lewis v. Paxton litigation, cited MercadoLibre in their letter to Governor Abbott as a reason SB 2337 should be signed into law. The Texas Attorney General then issued a Civil Investigative Demand to Glass Lewis specifically requesting all recommendations and advisories it had communicated to institutional investors regarding MercadoLibre’s redomicile proposal. In a filing dated 30 March 2026, Glass Lewis told the court that on the same day the CID was issued, defendants also cited the MercadoLibre recommendation in their defence of SB 2337, and argued that the CID was functionally an attempt to enforce SB 2337 despite the preliminary injunction. The implication for ExxonMobil’s redomicile vote is clear: any proxy adviser that recommends against the board’s position risks a demand from the Texas Attorney General for its research and internal communications.

Stewardship professionals will want to assess these developments in the context of Exxon’s broader record on shareholder accountability.

A 2023 peer-reviewed study published in Science, led by researchers at Harvard and the Potsdam Institute for Climate Impact Research, found that ExxonMobil’s internal climate projections between 1977 and 2003 accurately predicted global warming of approximately 0.2°C per decade. Between 63% and 83% of the company’s projections met strict standards for scientific accuracy. The study’s authors concluded that Exxon’s internal scientific understanding “contradicted what they led the public to believe”. A 2007 report by the Union of Concerned Scientists documented that ExxonMobil spent at least $16 million between 1998 and 2005 funding a network of organisations that, in the report’s words, sought to “manufacture uncertainty on climate science”. In 2021, the US House Committee on Oversight and Reform held hearings examining the role of fossil fuel companies, including ExxonMobil, in spreading climate misinformation.

In 2021, Engine No. 1, a hedge fund holding just 0.02% of Exxon’s stock, mounted a proxy fight focused on the company’s financial underperformance and its response to the energy transition. With support from BlackRock, State Street and major pension funds, Engine No. 1 won three of twelve board seats. Exxon spent approximately $35 million contesting the campaign.

In January 2024, Exxon filed a lawsuit in the US District Court for the Northern District of Texas against Follow This and Arjuna Capital, the proponents of a climate-related shareholder resolution. Even after both proponents withdrew the proposal, Exxon continued to pursue the case. The court dismissed Follow This on jurisdictional grounds. The case against Arjuna was dismissed as moot in June 2024, but only after Arjuna provided an “unconditional and irrevocable” covenant to refrain from submitting any proposal to Exxon shareholders relating to greenhouse gas emissions or climate change. At Exxon’s 2025 AGM, no shareholder proposals appeared on the ballot.

The cumulative effect of the litigation and the retail voting programme has been to close down the channels through which the kind of shareholder challenge that succeeded in 2021 could be mounted. The proposal route has been chilled, a growing bloc of retail votes is enrolled in standing instructions supporting the board, and the company now proposes to move its legal home to a jurisdiction whose courts are structurally more favourable to management.

These company-level actions are taking place within a broader policy environment that is moving in the same direction.

On 11 December 2025, President Trump signed an executive order directing the SEC, FTC and Department of Labor to examine the role of proxy advisory firms, questioning whether their recommendations serve the interests of beneficial owners. SEC Chair Paul Atkins, a contributor to Project 2025’s chapter on the SEC and related agencies, has publicly questioned the legal basis of Rule 14a-8, the SEC rule that enables shareholders to submit proposals for inclusion on the proxy ballot.

On 7 April 2026, five days before this article’s publication and two days before Exxon filed the proxy statement containing its redomicile proposal, Atkins delivered keynote remarks at a Texas Stock Exchange roundtable in Miami titled “Welcome to the Boom Belt: A Return to First Principles in Public Markets”. He appeared alongside Texas Governor Greg Abbott and Florida Governor Ron DeSantis. Abbott explicitly cited ExxonMobil, Tesla and Chevron as examples of companies redomiciling to Texas. Atkins said: “Competition does not pause for tradition, nor does it defer to legacy jurisdictions. Over time, it compels systems, and States, to adapt, or to yield”.

The intellectual framework for much of this agenda has been developed by the Manhattan Institute’s Proxy Monitor project, directed by James Copland, who serves on the SEC’s Investor Advisory Committee and wrote a Wall Street Journal op-ed supporting the December 2025 executive order. Copland has testified repeatedly before Congress characterising the shareholder proposal system and proxy advisory firms as mechanisms for activist abuse.

ExxonMobil has been a funder of the Manhattan Institute. According to Greenpeace’s ExxonSecrets project, which tracks the company’s own Worldwide Giving Reports, ExxonMobil gave the Manhattan Institute at least $635,000 between 1998 and 2010. The Intercept, citing Exxon’s giving reports, documented that the total reached at least $970,200 between 2008 and 2018. The Union of Concerned Scientists has reported a cumulative total of over $1.3 million since 1998. ExxonMobil has not disputed these figures.

The programme has faced scrutiny since its launch. In September 2025, As You Sow and the Interfaith Center on Corporate Responsibility filed a request with the SEC to rescind the no-action relief, arguing that it conflicts with Rule 14a-4’s requirement that proxy authority cannot be granted for more than a single annual meeting. The City of Hollywood Police Officers’ Retirement System subsequently sued Exxon and its directors, alleging breach of fiduciary duty.

The retail voting programme is not an abstract governance concern. It is a live mechanism that will influence the outcome of the 27 May ballot, including the redomicile vote. Institutional investors considering how to vote on the comptroller’s proposal should assess whether a programme that offers retail shareholders a single voting policy, aligned exclusively with the board, meets an acceptable standard of shareholder choice, particularly when that programme is being used to vote on a proposal to move the company to a more management-friendly jurisdiction.

On proposals where the board has a direct stake in the outcome, such as executive compensation, board composition, shareholder-sponsored governance reforms, and now the redomicile itself, a standing pro-board instruction from retail shareholders creates a structural bias in favour of the very people the vote is meant to hold accountable.

If the retail voting programme model is adopted at other companies with significant retail shareholdings, it could materially shift outcomes on contested proposals across the market. The question of whether regulators, stock exchanges or stewardship codes should set minimum standards for voter choice within such programmes is now squarely on the agenda.

The convergence of the executive order on proxy advisers, the SEC Chair’s public questioning of Rule 14a-8, the promotion of the Texas Stock Exchange, the creation of the Texas Business Court, and the use of state enforcement powers against proxy advisory firms that recommend against management represents a coordinated restructuring of the governance infrastructure within which shareholder rights operate. Stewardship professionals should consider whether current stewardship codes and voting policies adequately address these developments.

ExxonMobil’s annual meeting takes place on 27 May 2026. The ballot includes the comptroller’s retail voting programme proposal, the NLPC’s chair/CEO separation proposal, and the board’s recommended redomicile to Texas.

This is not just an American story. BP is testing the same boundary in the UK, refusing to put a validly filed climate resolution on the ballot and asking shareholders to revoke two they already passed. Resolution 25, the ‘Strategic Resilience’ disclosure resolution filed by the Aiming for A coalition and backed by CalPERS, the Norwegian Government Pension Fund Global and over 50 institutions, passed at BP’s 2015 AGM with 98.28% shareholder support. Resolution 22, filed by Climate Action 100+ investors and co-filed by 58 institutions including a third of BP’s top 20 shareholders, passed at the 2019 AGM with 99.14% support. BP now wants shareholders to vote to undo both. The 2026 proxy season is a stress test for shareholder democracy on both sides of the Atlantic. 

Minerva Analytics provides proxy research and custom voting recommendations to institutional investors on ExxonMobil and other companies that fall within the scope of Texas SB 2337. The preliminary injunction blocking enforcement of SB 2337 applies only to Glass Lewis and ISS, the two firms that brought the challenge. Minerva, along with all other proxy advisory firms not party to that litigation, is technically subject to the law’s requirements.

Minerva Analytics is a United Kingdom company, regulated under UK law. As a UK data controller, Minerva is subject to UK data protection legislation, which prohibits the disclosure of client data to a foreign state enforcement agency without a lawful basis. Minerva’s proprietary research, its client relationships, and the voting instructions of the institutional investors it serves are protected under this framework.

Minerva does not accept that a US state legislature has authority to require a foreign proxy advisory firm to submit its independent research to a state enforcement agency or to the company that is the subject of that research. Minerva will continue to provide independent proxy research and custom voting recommendations on all companies in its coverage universe, including those incorporated in Texas, without reference to the requirements of SB 2337.