DEFA14A: ExxonMobil Urges Glass Lewis to Correct Proxy Report on Venue Selection and Disclose Relationships with ICCR and Arjuna Capital

ExxonMobil is pressing Glass Lewis to amend its proxy report, arguing that Glass Lewis is misrepresenting the venue selection for a lawsuit and failing to disclose relationships with the Interfaith Center on Corporate Responsibility (ICCR) and Arjuna Capital.

Summary

• ExxonMobil has sent a letter to Glass Lewis requesting a correction to their proxy statement report.
• The company believes Glass Lewis is implying that ExxonMobil illegitimately filed a lawsuit in Fort Worth, Texas.
• ExxonMobil argues that Glass Lewis's analysis excludes the fact that ExxonMobil's headquarters were in the Northern District of Texas during the relevant period.
• ExxonMobil and Arjuna Capital jointly submitted a response to the court agreeing that the Fort Worth Division of the Northern District of Texas is the proper venue.
• ExxonMobil is also requesting that Glass Lewis disclose its relationships with the Interfaith Center on Corporate Responsibility (ICCR) and Arjuna Capital, highlighting potential conflicts of interest.
• ExxonMobil claims that Glass Lewis is a member of ICCR alongside Arjuna Capital, Mercy Investments Services, and Wespath Investment Management, who are leading a campaign against Mr. Hooley's board candidacy.
• ExxonMobil is concerned that Glass Lewis has not disclosed business relationships, services, contributions, or fees it provides to or receives from ICCR, nor discussions with ICCR or its members on this matter.

Sentiment

Score: 4

Explanation: The sentiment is somewhat negative due to the dispute with Glass Lewis and concerns about potential conflicts of interest. However, the document primarily presents factual arguments and requests for correction and disclosure.

Negatives

• ExxonMobil believes Glass Lewis's proxy report contains misleading information regarding the venue selection for a lawsuit.
• ExxonMobil is concerned about Glass Lewis's lack of transparency regarding its relationships with ICCR and Arjuna Capital.
• The company perceives a potential conflict of interest that could influence Glass Lewis's recommendations.

Risks

• The dispute with Glass Lewis could undermine investor confidence in the objectivity of proxy advisory firms.
• Failure to disclose relationships with ICCR and Arjuna Capital could raise concerns about potential bias in Glass Lewis's recommendations.
• The ongoing legal proceedings and proxy battles could distract management and impact shareholder value.

Future Outlook

The document does not contain specific forward-looking statements regarding ExxonMobil's financial performance or operations.

Management Comments

• We believe the time has come for Glass Lewis to correct the record and put an end to the injection of politics into its recommendation by suggesting the court is anything other than the appropriate and proper venue for a fair and impartial hearing on this matter.
• We continue to believe, as we stated in our prior letter, that Glass Lewis should amend its report to make clear its relationships with the Interfaith Center on Corporate Responsibility (ICCR) and Arjuna Capital.

Industry Context

This announcement highlights the increasing scrutiny of proxy advisory firms and their potential conflicts of interest. Companies are becoming more proactive in challenging proxy recommendations and demanding greater transparency.

Comparison to Industry Standards

• The dispute between ExxonMobil and Glass Lewis reflects a broader trend of companies questioning the methodologies and objectivity of proxy advisory firms.
• Other companies, such as Chevron and Occidental Petroleum, have also faced shareholder proposals related to climate change and environmental issues, similar to the issues raised by Arjuna Capital.
• The level of engagement and public communication from ExxonMobil regarding proxy recommendations is comparable to other large publicly traded companies facing significant shareholder activism.

Legal Proceedings

• The document references a lawsuit in the Fort Worth Division of the Northern District of Texas involving ExxonMobil and Arjuna Capital.

Stakeholder Impact

• The dispute with Glass Lewis could impact shareholder confidence and voting decisions.
• The outcome of the lawsuit could have implications for ExxonMobil's legal and financial position.
• The debate over climate change and corporate responsibility could influence ExxonMobil's reputation and stakeholder relationships.

Next Steps

• Glass Lewis is expected to respond to ExxonMobil's request and potentially amend its proxy report.
• The court will continue to consider the venue for the lawsuit.
• Shareholders will vote on Mr. Hooley's board candidacy at the upcoming annual meeting.

Key Dates

Keywords

ExxonMobil, Glass Lewis, Proxy Statement, Arjuna Capital, ICCR, Venue, Conflict of Interest, Disclosure, Lawsuit, Shareholder