Engine No. 1 kicks off Exxon proxy fight

Share this post via:

Engine No. 1 has formally nominated the four directors it intends to install to Exxon’s board, launching a campaign the activist says will “ensure a clean break” for the oil major.

The move comes less than two months after newly established activist Engine No. 1 wrote a letter to Exxon’s board criticizing the company’s performance.

Engine No. 1 argued Exxon’s underperformance was a result of poor long-term capital allocation strategy, a plan lacking ways to “enhance and protect value,” and a misaligned management compensation framework.

At the time it advanced Gregory Goff, Kaisa Hietala, Alexander Karsner, and Anders Runevad as a path to refresh and boost Exxon’s corporate governance but said it would first try to win the company’s backing for its candidates.

Engine No. 1 has now formally nominated the four, saying they are well positioned “to ensure a clean break from a strategy and mindset that have led to years of value destruction and poorly positioned the company for the future.”

In a Wednesday reaction, Exxon said it will evaluate Engine No. 1’s slate. The company added that it “remains committed to significantly reducing costs and improving operational performance” as well ensuring “a strong and reliable” dividend.

The activist, the holder of a relatively small position worth about $40 million, will be trying to garner the support of larger shareholders such as Vanguard Group, BlackRock, and State Street for its board crusade.

So far, the California State Teachers’ Retirement System and The Church of England’s investment body are backing Engine No. 1’s campaign but more could join the fray as D.E. Shaw is reportedly pushing for similar measures.

In an apparent effort to mollify these shareholders and others, Exxon is reportedly pondering making changes to its board and investment strategy. According to the Wall Street Journal, the company is considering adding at least one new director to the board, stepping up sustainability investments, and further curtailing its capital spending. These actions could win over D.E. Shaw, people familiar with the matter told the newspaper.

Since Engine No. 1’s original letter in early December, Exxon has revealed plans to cut its emissions by as much as 20% by 2025 and halve its methane emissions by 2030. The activist welcomed the emission reductions but said more should be done.

In its Wednesday statement, Engine No. 1 said: “While recently ExxonMobil has taken incremental steps in the face of financial and shareholder pressure, we believe a reactive short-term approach is no substitute for a proactive long-term strategy.”

Shares in Exxon were down 2.3% after the first 20 minutes of trading on Wednesday.