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ExxonMobil Shareholders Rebel, Lead Charge for More Climate Change Transparency

ExxonMobil Corp. shareholders on Wednesday ignored the advice of the board of directors and voted overwhelmingly for the oil and natural gas giant to assess and disclose how it is preparing for the transition to a low-carbon future.

A preliminary tally at the annual meeting in Dallas reported 62.3% voting in support of the shareholder proposal. Institutional investors with more than $5 trillion of combined assets under management co-filed the proposal, led by the New York State Common Retirement Fund and the Church Commissioners for England.

"This is an unprecedented victory at Exxon for investors in the fight to ensure a smooth transition to a low-carbon economy," said New York State Comptroller Thomas DiNapoli. "Climate change is a risk to the core business of ExxonMobil, and the burden is now on the company to show that it is responsive to shareholder concerns."

The resolution, introduced by the New York State Common Retirement Fund, said the Irving, TX-based supermajor "should analyze the impacts on ExxonMobil's oil and gas reserves and resources under a scenario in which reduction in demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree C target." The reporting "should assess the resilience of the company's full portfolio of reserves and resources through 2040 and beyond, and address the financial risks associated with such a scenario."

The resolution noted that other big operators, including European-based BP plc, Royal Dutch Shell plc and Total SA, as well as Houston-based ConocoPhillips, already have endorsed the 2 C target.

Pressured by shareholders in 2014, ExxonMobil already is publishing annual carbon asset risk reports describing how it assesses the risks of stranded assets from climate change. The report is published on its website, offering investors transparency into how it is planning for a future "where market forces and climate regulation make at least some portion of its carbon reserves 'unburnable.'"

The ExxonMobil vote Wednesday represents a historic shift in investor support for climate risk disclosures. As recently as 2015 similar resolutions at ExxonMobil and its peers had averaged 23% support.

However, not all oil and gas companies have seen their shareholders desert them on the climate change disclosures. At its annual meeting also on Wednesday, Chevron Corp. shareholders turned back a similar proposal with about 73% of the votes cast.

The identity of the ExxonMobil voters in support of the shareholder resolution was not disclosed, but financial advisory firm BlackRock already had said it would oppose management in voting for the climate change disclosure. BlackRock and Vanguard, which also had indicated it might vote against the board's wishes, are ExxonMobil's largest shareholders and together control about 13%, or $44 billion of stock.

For BlackRock, climate disclosure is a top priority. On its website, it has posted, "As a long-term investor, we are willing to be patient with companies when our engagement affirms they are working to address our concerns." However, "when we do not see progress despite ongoing engagement, or companies are insufficiently responsive to our efforts to protect the long-term economic interests of our clients, we will not hesitate to exercise our right to vote against management recommendations."

"This majority vote sends a resounding message that market forces are continuing to drive toward a low carbon transition, and investors expect companies -- especially carbon-intensive companies like Exxon -- to show how they are addressing the corresponding risks and opportunities," said Sue Reid, vice president of climate and energy for Ceres. "Business as usual is no longer an option for carbon-intensive companies like Exxon."

Preceding the Wednesday vote, ExxonMobil on Tuesday had issued an addendum to its proxy statement to provide additional arguments and information to bolster its recommendation to shareholders to reject resolutions about the board's responsiveness. One resolution, requiring that a director running unopposed garner a majority of votes cast, was supported by 45.7% despite management's opposition.

ExxonMobil shareholders have pushed for management changes for years, slowly gaining small advantages. Last year they rebuked directors at the annual meeting by approving a proxy measure to allow outsiders to be nominated to the board. The measure, according to proponents, allows activists -- climate change or otherwise -- to become directors, if they garner enough support.

As the flag bearer for the global energy industry, other companies need to take note of ExxonMobil's shareholder vote, said London-based Carbon Tracker Initiative (CTI). The think tank identifies and analyzes climate risk in financial markets.

"This extraordinary result...indicates growing institutional investor concern," said CTI's Robert Schuwerk, U.S. senior counsel. "The vote foreshadows what is likely to materialize as recommendations" by the Task Force on Climate-related Financial Disclosures chaired by former New York City Mayor Michael Bloomberg and Bank of England Gov. Mark Carney. "Climate change is now front and center in investors' engagement. As Exxon is a standard bearer for the oil and gas industry, smaller companies should take note and respond accordingly."

It was the first annual meeting run by CEO Darren W. Woods, who took over for Rex W. Tillerson earlier this year when he became the secretary of state.

Woods, who like his predecessor supports the United States remaining in the Paris climate accord, acknowledged that he has written letters urging President Trump not to withdraw from the landmark United Nations agreement. Trump has indicated he plans to make a final decision about whether to withdraw or remain this week; he was said to be meeting with Tillerson on Wednesday.

Meanwhile, at Chevron's annual meeting in San Ramon, CA, 10 items were on the proxy ballot, with all measures endorsed by the board approved and all shareholder-backed proposals defeated. Besides turning back the climate change initiative, as they also did in previous years, 80% defeated a measure to recommend an independent director with environmental expertise. About 61% voted against requiring an independent chairman and 71% opposed requiring a report on lobbying. A proposal regarding a report on business with "conflict-complicit" governments was defeated by 94% of the votes cast.

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