New York City Comptroller Mark Levine called on Exxon Mobile Corp. shareholders to reject a proposal by the company to move its domicile to Texas from New Jersey, where it has been incorporated for 144 years.
Levine warned in an a filing with the Securities and Exchange Commission against relocating the company to Texas, which he said has “less robust shareholder rights.”
The proposed move is “not in the long-term interests of shareholders and will only serve to entrench company leadership and ultimately disenfranchise shareholders,” Levine wrote in a letter to shareholders that was included in the filing. He added that a potential move “sets the stage for the potential erosion of shareholder rights under Texas state law.”
Levine oversees the city’s five pension funds, which have approximately $320 billion in combined assets under management. His asset management team was unable to provide how many shares of Exxon are held by the pension funds.
“What is decided at Exxon’s annual meeting will send a signal to the market about whether a new model of ‘accountability insulation’ faces meaningful resistance or becomes standard practice,” Levine said in an emailed statement. “The situation at ExxonMobil requires us to examine what happens when these moves are deployed in combination to the detriment of shareholder rights.”
In response to Levine’s claims, an Exxon spokesperson wrote that “our proxy made clear we’re not adopting any elective provisions that could be seen as infringing shareholder rights. Our focus is fair application of the rules and investor feedback—not limiting proposals.”
The oil and gas giant’s attempt to redomicile in Texas follows the 2025 enactment of several business-friendly laws intended to draw more business to the Lone Star State.
“ExxonMobil is a Texas corporation in all but name, with most senior corporate executives and all corporate functions based in the state for the last 35 years,” Exxon stated in its 2026 proxy statement.
“We are more likely to get reasonable, productive decisions from Texas officials and citizens.”
According to the company, the redomiciliation to Texas would allow it “to benefit from this supportive business environment via the state’s business statutes and the Texas Business Court.” It also stated that Texas’s statute-oriented approach to corporate law “provides a degree of legal and regulatory certainty in corporate decisionmaking that can benefit long-term shareholder value.”
Exxon asserted that it is not adopting “any elective provisions of the Texas corporate statute that could be viewed as weakening shareholder rights as compared to New Jersey law in connection with the Texas redomiciliation.”
Texas Amendments
In 2025, the Texas State Legislature adopted sweeping amendments to the Texas Business Organizations Code that were designed to make the state a more attractive destination for businesses.
For example, Senate Bill 1057, which became state law in May 2025, provides that no shareholder or group of shareholders may submit a proposal unless they hold an amount of voting shares equal to at least $1 million in market value or 3% of the corporation’s voting shares for a continuous period of at least six months before the date of the meeting.
The law also requires a shareholder or group of shareholders to solicit at least 67% of the voting power of shares entitled to vote on the proposal.
The threshold introduced by the law “represents a dramatic increase” from current federal standards concerning the eligibility requirements for shareholder proposals by publicly traded companies, according to a note shared with clients by law firm Latham & Watkins.
According to the firm, current thresholds range from $2,000 to $25,000 in market value, depending on the length of time a holder has continuously held the relevant public company’s equity securities.
Senate Bill 2337, which became law in June 2025, “imposes sweeping disclosure requirements on proxy advisory firms engaging with Texas-based public companies,” the law firm wrote. “At its core, SB 2337 aims to curb the influence of non-financial factors, such as environmental, social and governance (ESG) principles or diversity, equity and inclusion (DEI) practices in proxy-voting advice.”
According to Latham & Watkins, the changes to the Texas Business Organizations Code “are intended to reduce litigation risk and provide greater certainty for corporate decisionmaking.”
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Tags: ExxonMobil, Mark Levine, New York City Comptroller’s Office