Exxon Mobil Corporation
Ticker: XOM
Meeting date: 29/05/2024
Meeting type: Annual
| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1.1 | Proposal Elect Director Michael J. Angelakis | Mgt rec For | Vote For |
| 1.2 | Proposal Elect Director Angela F. Braly | Mgt rec For | Vote For |
| 1.3 | Proposal Elect Director Gregory J. Goff | Mgt rec For | Vote For |
| 1.4 | Proposal Elect Director John D. Harris, II | Mgt rec For | Vote For |
| 1.5 | Proposal Elect Director Kaisa H. Hietala | Mgt rec For | Vote For |
| 1.6 | Proposal Elect Director Joseph L. Hooley Vote rationale: Norges Bank Investment Management voted against Joseph L. Hooley in his capacity as Exxon Mobil Corporation's Lead Independent Director and Chair of the Nominating and Governance committee due to Exxon Mobil's decision to file a lawsuit against shareholders related to the submission of a shareholder proposal. While we appreciate the significant value generated during Mr. Hooley's tenure as Lead Independent Director, Norges Bank Investment Management continues to place utmost importance on the protection of shareholder rights and raises concern around the potential impacts of litigation against shareholders stemming from the submission of a shareholder proposal. We will continue to seek constructive dialog with Exxon Mobil on this and other topics. Global Voting Guidelines | Mgt rec For | Vote Against |
| 1.7 | Proposal Elect Director Steven A. Kandarian | Mgt rec For | Vote For |
| 1.8 | Proposal Elect Director Alexander A. Karsner | Mgt rec For | Vote For |
| 1.9 | Proposal Elect Director Lawrence W. Kellner | Mgt rec For | Vote For |
| 1.10 | Proposal Elect Director Dina Powell McCormick | Mgt rec For | Vote For |
| 1.11 | Proposal Elect Director Jeffrey W. Ubben | Mgt rec For | Vote For |
| 1.12 | Proposal Elect Director Darren W. Woods Vote rationale: The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest. Global Voting Guidelines Separation of chairperson and CEO | Mgt rec For | Vote Against |
| 2 | Proposal Ratify PricewaterhouseCoopers LLP as Auditors | Mgt rec For | Vote For |
| 3 | Proposal Advisory Vote to Ratify Named Executive Officers' Compensation | Mgt rec For | Vote For |
| Shareholder proposals | |||
| 4 | Proposal Revisit Executive Pay Incentives for GHG Emission Reductions Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability | Mgt rec Against | Vote Against |
| 5 | Proposal Report on Median Gender/Racial Pay Gaps Vote rationale: The board should account for material sustainability risks facing the company, and the broader environmental and social consequences of its operations and products. Sustainability disclosures should be aligned with applicable global reporting standards and frameworks to support investors in their analysis of risks and opportunities. Where a company’s disclosure does not meet our needs as a financial investor, we will consider supporting a well-founded shareholder proposal calling for reasonable disclosure. We will not support a shareholder proposal that appears to impose a strategy or prescribe detailed methods, unrealistic timeframes or targets for implementation. Global Voting Guidelines Corporate sustainability reporting | Mgt rec Against | Vote For |
| 6 | Proposal Report on Reduced Plastics Demand Impact on Financial Assumptions Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability | Mgt rec Against | Vote Against |
| 7 | Proposal Report on Social Impact from Plant Closure or Energy Transition Vote rationale: We will not support a shareholder proposal where the company does not appear to have significant gaps in their management or reporting of the relevant sustainability risk. We assess companies against our public expectations on environmental and social issues. We may consider direction of travel and pace of change as part of our assessments. Global Voting Guidelines Shareholder proposals on sustainability | Mgt rec Against | Vote Against |
Disclaimer
This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:
- This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
- No reliance should be placed on this information or its accuracy, and Norges Bank accepts no responsibility or liability for any action taken or not taken on the basis of this information. Any relevant third party should form their own views based on their own analysis of the relevant facts and circumstances.
- To be clear, Norges Bank has no duty of care in respect of any third party who decides to view this disclosure, which shall be done entirely at their own risk.
- Any information in this disclosure is subject to change without notice. In particular, be aware that Norges Bank’s intentions and the holdings of the Government Pension Fund Global may change over time and, to the extent permitted by applicable law, Norges Bank disclaims any responsibility to update this information as a result of such changes or for any other reason.
- Securities lending or other activity may mean that the votes cast by Norges Bank are significantly different than its economic or published holding of shares, or significantly different from its holding at the date of this disclosure. No assumption should be made or reliance placed on the number of votes that will be cast.
- Norges Bank is not subject to any prohibition on securities lending, trading or other activity as a result of this disclosure at any point prior to or after the publication of this disclosure.