Glass Lewis recommended investors vote against Exxon’s lead independent director Joseph Hooley, citing concerns about what the proxy adviser called the energy company’s “unusual and aggressive tactics” in pursuing a lawsuit against activist investors.
In a report sent late on Friday, Glass Lewis also recommended investors cast votes for Exxon Chairman and CEO Darren Woods, and backed the company on all other matters up for a vote at its May 29 shareholder meeting.
Exxon, which is frequently the focus of critical shareholder resolutions, struck back earlier this year when it filed a lawsuit seeking to block a vote on a climate proposal submitted by two small activist investors.
The lawsuit sidestepped the usual regulatory process to fend off similar measures. The investors withdrew their resolution, but Exxon continued the lawsuit, seeking legal costs and other relief.
Activist investors say the lawsuit threatens shareholder influence, and a campaign for votes against Hooley and Woods has drawn support from New York state Comptroller Thomas DiNapoli and from California Treasurer Fiona Ma, a member of the boards of the state’s two big pension funds.
In its report, Glass Lewis acknowledged that Exxon has gotten many shareholder proposals, but cited how the company has continued the lawsuit against what it called “resource-constrained parties.”
“The Company’s unusual and aggressive tactics in this matter could threaten to deter both investors’ willingness to submit and ability to vote on materially relevant issues,” Glass Lewis wrote. It opposes Hooley, Glass Lewis said, in order “to strongly signal dissatisfaction with the Company’s recent approach to omitting shareholder proposals.”
(Reporting by Ross Kerber; Editing by Chizu Nomiyama and Jonathan Oatis)