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Financial firms lead shareholder rebellion against ExxonMobil climate change policies

ExxonMobil’s board of directors is facing criticism from two major shareholders. (Michael Nagle/Bloomberg)

ExxonMobil management was defeated Wednesday by a shareholder rebellion over climate change, as investors with 62.3 percent of shares voted to instruct the oil giant to report on the impact of global measures designed to keep climate change to 2 degrees centigrade.

The shareholder rebellion at the ExxonMobil annual meeting in Dallas was led by major financial advisory firms and fund managers who traditionally have played passive roles. Although the identity of voters wasn’t disclosed, a source familiar with the vote said that major financial advisory firm BlackRock had cast its shares in opposition to Exxon management and that Vanguard and State Street had likely done the same. All three financial giants have been openly considering casting their votes against management on this key proxy resolution.

The shareholder vote on climate change came on a day when President Trump appeared to be nearing a decision on whether to exit the Paris climate agreement, underlining the deep political and economic divisions over how to deal with the global challenge. Even as the Trump administration’s commitment to the climate accord wavered, the Exxon vote showed that climate concerns were gaining ground in the business world.

What you need to know about the Paris Agreement on climate change

BlackRock and Vanguard are the biggest shareholders in ExxonMobil, owning 13 percent, or $43.6 billion worth, of the company’s stock. State Street Global Advisers, another big financial advisory firm that has called for greater climate disclosures, is close behind with 5.1 percent of the stock. The vote by them against management marked an important step for groups that have been trying to force corporations to adopt greater disclosure and transparency about the financial fallout of climate change.

BlackRock, which said that climate disclosure is one of its top priorities, had warned on its website that “our patience is not infinite.”

“This is an unprecedented victory for investors in the fight to ensure a smooth transition to a low carbon economy,” said New York State Comptroller Thomas P. DiNapoli, a trustee of the New York Common Retirement Fund which co-sponsored the proxy resolution. “Climate change is one of the greatest long-term risks we face in our portfolio and has direct impact on the core business of ExxonMobil,” he said in a statement.

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The resolution, which was co-sponsored by the New York City pension fund, says that the company “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 [Celsius] target.”

The resolution adds that “this 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.”

It notes that other major oil companies including BP, Total, ConocoPhillips and Royal Dutch Shell have endorsed the two degree analysis.

BlackRock’s website injected a sense of urgency about the issue.

“As a long-term investor, we are willing to be patient with companies when our engagement affirms they are working to address our concerns,” it said.

However, it added, “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.”

Fidelity Investments said it was adopting the U.N.’s Principles for Responsible Investment, though a spokesman said that was just a “formulization of what we’ve done for a long time.”

The prospect of major financial management firms joining pension funds such as California’s and New York’s that have backed social and environmental resolutions in the past is already putting some companies on the defensive.

This month similar resolutions demanding that management explain how climate change could affect their businesses were adopted at Occidental Petroleum and PPL, a large utility holding company. Occidental’s shareholders backed the resolution with a 67 percent majority, including BlackRock in its first vote ever against a company’s management over the climate issue. Similar resolutions fell just short  including at Dominion with 48 percent and Duke Energy and Southern Co with 46 percent each.

Major shareholders have also leveled criticism at ExxonMobil’s board of directors. Worried about the outcome of the Wednesday votes, the oil giant on Tuesday issued an addendum to its proxy statement, providing additional arguments and information to bolster its recommendation that shareholders reject resolutions about the responsiveness of the company’s board of directors.

While the management prevailed, the votes showed widespread discontent among Exxon shareholders. One resolution, requiring that a director running unopposed garner a majority of votes cast, was supported by 45.7 percent of the shares despite the opposition of management. A resolution backing an independent chairman separate from the chief executive garnered 38.2 percent. And a resolution that would enable 15 percent of shareholders the call a special meeting won 40 percent of the votes cast.

ExxonMobil rarely loses a shareholder resolution. Last year, ExxonMobil lost a vote over “proxy access,” which would enable large shareholders to nominate their own candidates for the board directly on the company’s ballot. The previous setback was in 2006, when a resolution relating to the election of directors received about 52 percent of the votes. After that, the company implemented a new policy about director resignations.

The ExxonMobil annual meeting was the first for Darren W. Woods as chief executive. He took over from Rex Tillerson, now secretary of state.

Although the company has written two open letters urging President Trump to stay in the Paris climate accord, ExxonMobil has remained the subject of criticism and litigation over whether it has adequately disclosed climate consequences of burning fossil fuels.

Some corporate governance groups have urged ExxonMobil to disclose more than the modest statement it currently files with the Securities and Exchange Commission.

But other experts say that the uncertainties about the size and consequences of climate change make disclosure useless.

At a recent Chamber of Commerce panel about whether the SEC should require greater disclosure, historian and oil industry expert and consultant Daniel Yergin said that events that take place in 30 years might not be material for Big Oil and gas companies and that it went “beyond the scope of what investors need to make decisions.” He said that there was a difference between scenarios and forecasts that provide foundations for financial planning. And financial regulation should not turn into climate regulation, he added.

“Climate regulation is best left to governments with expertise and not to financial regulators,” he said.

But Gretchen Goldman, research director at the center for science and democracy at the Union of Concerned Scientists, said that investors “are right that climate change can pose material risks to companies and that this is another indication that investors are demanding this information and are not satisfied with the way companies are acting.”

She said that climate change would persuade governments to restrict the use of fossil fuels and that much of the reserves held by oil, gas and coal companies could be “stranded” and never used.

In its proxy materials, ExxonMobil rejected that argument. It cited the International Energy Agency’s estimate that $11 trillion to $22 trillion would be needed through 2040 for energy investment in exploration and production.

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The company also said that it had done adequate disclosure in its annual “Outlook for Energy” document, which most recently said that global demand for energy would increase 25 percent through 2040 and that “oil will remain the world’s primary fuel.”

“We believe the risks of climate change are serious and warrant action, thoughtful action,” Woods said, repeating the proxy points. He said that the company uses a carbon cost to measure repeated potential impacts. But he defended the company’s mission, saying that “there’s a moral imperative to bring energy to people who live in energy poverty.”

Exxon’s feud over access to directors has added to friction with major shareholders. Edward Kamonjoh, of the 50/50 Climate Project, said that ExxonMobil barred shareholders from “engaging in a direct and unfiltered way” with directors. He called the board “ossified” thanks to the way it chooses new directors and the financial incentives for directors to serve until the age of 72.

Unhappy about those issues, BlackRock voted against two of ExxonMobil’s directors last year.

This year 50/50 Climate Project is urging shareholders to oppose director Kenneth Frazier, who chairs ExxonMobil’s Board Affairs Committee that has direct oversight responsibility for the investor engagement policy, board succession planning and director compensation.

Kamonjoh said that Exxon’s addendum to the proxy statement “feels a little desperate to me and is, in many respects, unprecedented but Exxon has been known to employ its well-oiled machinery to defeat proposals that are headed for majority investor support in the past.”

Major shareholders had planned a similar climate resolution for Chevron, which also held its annual meeting on Wednesday. But the company made additional disclosures and proponents of the measure withdrew it and said they would pursue further dialogue with Chevron management to address remaining issues.