Exxon vows to add two new directors ahead of bitter proxy fight

Reuters2021-05-24

May 24 (Reuters) - Exxon Mobil on Monday said it would appoint two new directors with energy industry and climate experience within the next 12 months, a pledge made days ahead of a shareholder contest over the oil major's climate stance and board makeup.

Shareholders on Wednesday will decide between's Exxon's 12 current directors and four from hedge fund Engine No.1, whose nominees had gained support from investors and proxy advisory firms. The four include energy, tech and regulatory backgrounds.

"Over the next 12 months, we will work with the Board to secure two new directors, one with energy industry experience and one with climate experience," Exxon wrote to shareholders.

Analysts called the move a last-minute effort to fend off Engine No.1, which has made inroads among Exxon shareholders and whose candidates have won support from major proxy advisory firms that guide institutional shareholders. It wants Exxon to focus more on clean energy and improve its financial performance.

"This is a Board that continues to only be open to new directors that it approves, rather than trusting the shareholder vote," Engine No. 1 said in a statement.

"If ExxonMobil’s Board is sincere in its desire to add more relevant experience, then it can wait to see what the outcome of this election is," Engine No. 1's statement continued.

Exxon declined to comment, referring to the letter and previous statements.

Exxon's willingness to expand the board was an about face. Last week, Chief Executive Darren Woods told Reuters he was satisfied with the board makeup.

"We have a board that has a right skill set, a broad skill set, to help manage the challenges that a company like ExxonMobil faces," Woods said in an interview on Thursday.

The shareholder letter said that "while there is still more to do, we are proud of the significant progress we have made to date."

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