Exxon Mobil Corporation | Board member vote at ExxonMobil

AGM passed
AGM date
Previous AGM date
Proposal number
Resolution details
Company ticker
Submitted by
Resolution ask
Strengthen board oversight of issue
ESG theme
  • Environment
ESG sub-theme
  • GHG targets / emissions
  • Net Zero / Paris aligned
Type of vote
Director vote
Filer type
Company sector
Company HQ country
United States
Supporting materials
  • ExxonMobil - Majority Action Exempt Solicitation.pdf Download
  • ExxonMobil - The Comptroller of the City of New York Exempt Solicitation.pdf Download
Resolved clause
Majority Action urge shareholders to vote AGAINST the election of Executive Chair and CEO Darren W. Woods (Item 1.12) and Lead Independent Director and Nominating and Governance Chair Joseph L. Hooley (Item 1.06) for permitting the company to attack its own shareholders and lack of oversight with respect to climate strategy and climate risk management. Votes AGAINST all other director nominees facing election are also warranted (Items 1.01–1.05 and 1.07–1.11) for poor oversight of climate governance.
Whereas clause
Majority Action's Proxy Voting or a 1.5 degree world -

2023 was the hottest year on record by a large margin, and January 2024 was the hottest January on record. Yet, 2023 will be one of the coolest years over the coming decades unless the global energy system immediately begins a transition to net zero emissions in line with the Paris Agreement goal of limiting warming to 1.5°C.

The path to 1.5°C has narrowed but remains open. In September 2023, the International Energy Agency (IEA) published an updated version of the Net Zero Emissions by 2050 Scenario (NZE) that accounts for the latest shifts in technologies, markets, and policies since the NZE’s initial 2021 publication. The 2023 NZE scenario lays out a cost-effective and economically productive scenario for the energy sector to achieve net zero carbon emissions by 2050, thereby leaving open the possibility of limiting warming to 1.5°C. Under this scenario, as clean energy expands and fossil fuel demand declines, there is no need for investment in new coal, oil, or natural gas. Furthermore, emissions in advanced economies must collectively decline by 80% by 2035 from 2022 levels.

When companies fail to transform operations and business models in line with a 1.5°C pathway, responsible shareholders must use their most powerful tool—proxy voting on corporate board elections—to hold directors accountable. To help investors exercise this power, Majority Action evaluates the climate disclosures of industry laggards in the energy, utilities, and financial services sectors against widely accepted benchmarks and issues company-specific vote guidance against directors and board leadership responsible for climate oversight at corporations that have failed in the critical areas of target setting, capital expenditure alignment, and policy engagement alignment.

Supporting statement
SUPPORTING STATEMENT: Majority Action have filed an exempt solicitation recommending votes against Woods (CEO and Executive Chair), Hooley (Lead Independent Director and Nominating and Governance Chair), and the entire board of directors at Exxon.

The Comptroller of the City of New York have also filed an exempt solicitation, calling on the world’s largest asset managers to vote to hold ExxonMobil’s board of directors accountable for the company’s actions to undermine shareholder rights by voting against Executive Chair and CEO Darren Woods and Lead Independent Director and Nominating and Governance Committee Chair Joseph Hooley at the 2024 annual meeting.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Degroof Petercam Asset Management (DPAM) For

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