Courting Shareholder Proposals: ExxonMobil Sidesteps SEC and Sues…

ExxonMobil (“Exxon”) filed a complaint in the U.S. District Court for the Northern District of Texas on Sunday, January 21, 2024, seeking a declaratory judgment to exclude a shareholder proposal from its proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8”) and not present the proposal for a vote at its 2024 annual shareholder meeting. The shareholder proposal, submitted in December by Arjuna Capital and Follow This, requests that Exxon “go beyond current plans, further accelerating the pace of emission reductions in the medium-term” and set Scope 3 greenhouse gas (“GHG”) emissions reduction targets. The complaint seeks to exclude the shareholder proposal on grounds that it deals with matters relating to Exxon’s ordinary business operations and is substantially similar to proposals that were submitted in 2022 and 2023 but failed to garner sufficient shareholder support to be resubmitted pursuant to Rule 14a-8.

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