NYC Comptroller Calls for Exxon Mobil Board Disclosure

Scott Stringer is urging shareholders to vote for board transparency resolution.

NYC Comptroller Scott Stringer is urging Exxon Mobil shareholders to vote for a resolution calling for the disclosure of board qualifications and diversity at the company’s annual meeting on May 30.

The resolution, known as item 6, seeks a matrix that details the skills and attributes, including the gender, race, and ethnicity, of each director nominee.

In a May 18 SEC filing, Stringer submitted a letter to Exxon Mobil shareholders on behalf of the $194 billion New York City Pension Funds asking them to vote for item 6 at next week’s shareholder meeting. The fund owns 9.2 million shares of Exxon Mobil, which is currently worth about $756.7 million.

In his letter, Stringer wrote that the proposed matrix would enable shareowners to assess the quality and diversity of Exxon’s board in order to make informed voting decisions on director nominees.

“A responsive board matrix will give shareowners a ‘big-picture’ view of directors’ attributes and how they fit together,” wrote Stringer, “thereby enabling shareowners to assess how well-suited individual director nominees are for Exxon.” He also said it would help identify any gaps in skills, experience, or other characteristics, and allow shareholders to make better-informed proxy voting decisions.

“Such disclosure is especially important for energy companies, such as Exxon, which are facing the challenging prospects of changing business models and strategies in order to transition successfully to a low-carbon future,” he wrote.

Stringer also pointed out that such disclosure has seen “a significant uptick” by S&P 500 and Russell 3000 companies over the past few years, including at Exxon competitors Chevron and Occidental Petroleum. He also said  other companies providing first-time disclosure this year include W.W. Grainger, Leucadia National, Unum, Skyworks Solutions, PepsiCo, Ameren, Exelon, Wells Fargo, Colgate Palmolive, Honeywell International, and Duke Energy.

“Each of these companies engaged in productive dialogue with the NYC Funds,” Stringer said.

Stringer argued that Exxon’s current disclosure is “inadequate and confusing, as was its engagement with the NYC Funds.” He said Exxon maintains that its current disclosure of its overall board competencies and diversity should be sufficient for shareowners.

“We attempted repeatedly to engage Exxon management and directors,” he wrote, adding that the fund had one substantive discussion with Exxon management in January, followed by a brief call after which the fund received a copy of a “no-action request” that Exxon submitted to the SEC. “All five of our requests to engage directly with an independent Exxon director went unanswered.”

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