ExxonMobil investors move closer to upending dual CEO-Chair role

By Kevin Crowley on 5/29/2019
Photo: Darren W. Woods, chairman and CEO, ExxonMobil.

HOUSTON (Bloomberg) -- ExxonMobil Corp. beat back mounting pressure to split the chairman and chief executive positions, and dismantle a structure that dates back decades and has seen the explorer through oil embargoes, war, currency crises and nationalizations.

A total of 40.8% of shareholders voted Wednesday for the proposal, an increase from last year’s 38.7% but short of the simple majority required for it to pass at ExxonMobil’s annual general meeting in Dallas. A majority of investors also voted as the company wished on 10 other proposals.

Splitting the CEO and chairman is a perennial topic at ExxonMobil’s annual gatherings and would represent a seismic shift in the how the 149-year-old oil producer is governed. For decades, a single executive has overseen boardroom deliberations as well as the inner sanctum of top lieutenants who manage day-to-day operations.

The outcome of Wednesday’s vote means Chairman and CEO Darren Woods’ hold on both titles is secure -- for now. Woods became chairman-CEO in 2017 and has about a decade to go before he reaches the company’s mandatory retirement age of 65.

“Shareholders sent a strong message that they are dissatisfied with ExxonMobil’s poor governance, which is preventing the company from adequately addressing climate risk,” New York State Comptroller Thomas DiNapoli said in a statement.

ExxonMobil opposed the measure, arguing that unifying the roles helps directors review critical business decisions in a more timely manner. Institutional Shareholder Services Inc. and Glass Lewis & Co., the leading shareholder advisory firms, advised investors to split the chairman and CEO jobs.

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