Exxon Mobil on Tuesday publicly pushed back against assertions from New York City Comptroller Mark Levine concerning the company’s proposal to redomicile to Texas, characterizing Levine’s recent shareholder letter as politically motivated and misleading.
In its response, the company denied any connection between the proposed move of its corporate domicile and its Voluntary Retail Voting Program - a direct contradiction of claims advanced by Levine in his letter that urged shareholders to oppose the redomiciliation.
Exxon said the proposed Texas redomiciliation is intended to align the company's corporate governance structure with its operational footprint and that the plan preserves shareholder rights. Separately, the company described the retail voting program as an initiative designed to simplify the voting process and thereby increase participation among individual shareholders.
The company also noted that it placed a proposal submitted by the New York City Comptroller’s office on its proxy ballot despite concluding the submission contained significant flaws. Exxon explained it did so because there was no SEC precedent for the type of proposal the comptroller presented.
Addressing specific assertions in Levine’s letter, Exxon disputed a claim that the Securities and Exchange Commission granted it no-action relief on the same day the company requested it. Instead, the filing says Exxon engaged with the SEC over a period of several years and worked with the agency under two different administrations to develop the retail voting program.
Included in Exxon’s filing was reference to analysis by Shane Goodwin, Executive Director of the SMU Corporate Governance Initiative. According to Exxon, Goodwin concluded that the company's proxy materials disclosed which shareholder rights would be preserved and which Texas statutory provisions the company would decline to adopt.
The company also accused Levine and some of his predecessors of using the comptroller’s office to pressure firms that hold New York City pension assets to change their operations or governance for political reasons.
Finally, Exxon encouraged its shareholders to read the company’s proxy statement carefully and to cast their votes in a manner that the company says supports the long-term interests of both Exxon Mobil and its investors.
Context and implications
Exxon's filing frames the redomiciliation as an administrative governance alignment while defending the retail voting program as a mechanism to make shareholder voting more accessible. The company emphasized its engagement with regulators and referenced external governance analysis to support its disclosure practices and the sufficiency of its proxy materials.