Column: In a major rebuke to Exxon Mobil, CalPERS will vote against its entire board

Exxon Mobil CEO Darren Woods
Exxon Mobil Chairman & CEO Darren Woods, under fire for pursuing a lawsuit against shareholders even though they’ve withdrawn the proxy proposal the company opposed.
(Mark Schiefelbein/AP)

Exxon Mobil can’t say it wasn’t warned.

Having opted to continue its lawsuit against two activist investor groups even after they withdrew a shareholder proposal the company management opposed, the giant oil company had gotten flayed by shareholder advocates for its bullying.

Now the big shoe has dropped: CalPERS, the largest public pension fund in the nation, announced Monday that it will vote against all 12 Exxon Mobil board members, including CEO Darren Woods, at the May 29 annual meeting.

‘If ExxonMobil succeeds in silencing voices and upending the rules of shareholder democracy, what other subjects will the leaders of any company make off limits? Worker safety? Excessive executive compensation?’

— CalPERS CEO Marcie Frost


CalPERS says it’s acting because it judges the company’s campaign against the two investor groups to be “designed to punish” investors who “dared to speak truth to power.”

The pension fund says, “the repercussions of the lawsuit could be devastating....If ExxonMobil succeeds in silencing voices and upending the rules of shareholder democracy, what other subjects will the leaders of any company make off limits? Worker safety? Excessive executive compensation?”

The announcement is a major step up from the pension fund’s earlier comments about its intentions. Michael Cohen, the CalPERS chief operating investment officer, had earlier said only that the fund was considering voting against Woods.

Voting against the entire board and publicly urging other investors “to do the same,” appreciably raises the stakes for Exxon, at least theoretically. CalPERS — the California Public Employees’ Retirement System — is an institutional investor to be reckoned with. The $496-billion fund owns about $1 billion in Exxon Mobil shares.

Exxon Mobil’s lawsuit “is a real problem for us as share owners,” CalPERS CEO Marcie Frost said during a press conference Monday. “We believe that our voice matters, that we should be able to provide proxy solicitations asking the company to be more transparent in certain areas.”


Exxon called CalPERS’ action “a poor fiduciary decision.” The company said through a spokesperson, “It’s unclear why CalPERS is spending their time and energy defending the abuse of a shareholder process...Far from having a chilling effect on shareholder proposals, our efforts are intended to get clarity on the rules to foster an environment for open and meaningful shareholder dialogue. If anything, CalPERS’ vote against our entire board appears to be an attempt to ‘chill’ shareholder voices.”

As I reported last week, in February Exxon Mobil sued the U.S. investment firm Arjuna Capital and Netherlands-based green shareholder firm Follow This to keep a shareholder resolution they sponsored from appearing on the agenda of its annual meeting. The resolution was a plain-vanilla environmental proposal urging the company to work harder to reduce the greenhouse gas emissions of its products and to be more transparent about the impact of its business on the climate.

Days after the company sued, the shareholders, calculating their relative strength against the oil behemoth, withdrew the proposal and pledged not to refile it in the future. That rendered the lawsuit moot — but the company has refused to drop it.

What makes the lawsuit seem especially cynical is that the investors’ proposal, like all such proposals, are not binding on management — they’re advisory only. Moreover, as Frost pointed out, similar proposals in 2022 and 2023 failed to garner majority support from shareholders, winning only 10.5% of votes in 2022 and 27% last year.

Exxon Mobil objects to the Securities and Exchange Commission’s rule on shareholder proposals. So why is it suing these small investors instead of the SEC?

May 14, 2024

“Exxon won,” Frost said.

It’s unlikely that CalPERS’ action will result in the board’s ouster. As CalPERS CEO Marcie Frost noted during a press conference Monday, no alternative slate of directors has been named for the upcoming annual meeting, so it would be “very difficult to say we’re turning over this board.”

But she said the fund’s vote is “more than symbolic” — it’s more about “sending the appropriate messages to this about their responsibilities in governance; if they don’t want to deal with governance they should step aside.”


Although CalPERS supported a slate of activist board members nominated in 2021— three of the four nominees won board seats — the fund said it is voting against the entire board because it is “allowing Chief Executive Officer Darren Woods to pursue a reckless and destructive effort.”

Frost said CalPERS isn’t contemplating taking a more aggressive action against Exxon Mobil, such as divesting its shares. “The problem with divestment when you’re CalPERS is that you completely lose your voice. The moment you don’t own shares, you can’t sign on to other owners’ proposals, you can’t take action to say we don’t believe that executive compensation is commensurate with the performance of the company.”

Exxon Mobil asserts in its lawsuit that the investment funds’ proposed resolution breached standards set forth by the Securities and Exchange Commission governing the propriety of such resolutions — it was related to “the company’s ordinary business operations” and closely resembled resolutions on similar topics that had failed to exceed threshold votes at the 2022 and 2023 annual meetings. Both standards allow a company to block a resolution from the meeting agenda, or proxy.

That may be so, but the conventional practice is for managements to seek approval from the SEC to exclude such resolutions by requesting what’s known as an agency “no action” letter.

CalPERS says that would have been “the better option” than a lawsuit. It’s not as though the SEC had set a high bar to issuing “no action” letters — the pension fund observes that the agency has approved two-thirds of those requests so far this year. Frost conjectured that, given the poor showing of similar proposals in the recent past, the SEC probably would have allowed the company to exclude the latest proposal from the annual meeting proxy.

Exxon Mobil’s rationale for continuing the lawsuit is that the proposal rules “must be enforced or the abuse by activists masquerading as shareholders will continue threatening the system.”


Frost questioned the company’s position. She described Exxon Mobil’s goal in the lawsuit as obtaining “clarity around the ordinary business” standard. But “to me it doesn’t feel like ‘clarity’; it feels like diminishment” of shareholder voices. As for the company’s insinuation that the system is broken, she said, “the system is working, if you use the system.”