Exxon Mobil Investors to Vote on Push for Director Disclosure

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Andrea Vittorio Washington Reporter

By Andrea Vittorio

Exxon Mobil Corp. shareholders will vote later this year on an investor request for more reporting on its directors’ gender, race, and skills.

The oil giant is the only company that pushed back on a shareholder proposal from New York City Comptroller Scott Stringer, who oversees the city’s $180 billion public pension funds, asking for a standardized set of board disclosures. Stringer has sent the proposal to a handful of companies as part of a campaign on board makeup, but he won’t disclose how many.

Exxon asked the Securities and Exchange Commission to keep Stringer’s proposal from going to a vote at its annual shareholder meeting. SEC staff said in a letter made public March 22 that they disagreed with Exxon’s arguments against a vote.

The company had said that how it chooses to describe its directors is part of its everyday business and shouldn’t be subject to direct shareholder oversight.

The proposal asks for a “big-picture” view of Exxon’s board that spells out what skills each director brings to the table and discloses their gender and race. Stringer says such reporting would help shareholders see whether the board lacks diversity or relevant expertise.

Exxon Mobil appointed an atmospheric scientist to its board after earlier advocacy from Stringer and other investors who were concerned that it lacked climate change expertise.

Stringer withdrew a similar diversity disclosure proposal at NRG Energy Inc. after the power provider added two new directors who make its board more diverse and improved its disclosure.

To contact the reporter on this story: Andrea Vittorio in Washington at avittorio@bloomberglaw.com

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