雅虎香港財經 UPDATE 2-Glass Lewis recommends votes against Exxon director Hooley, citing lawsuit
(Adds comments from Exxon, Illinois Treasurer Michael Frerichs, and from California pension funds)
By Ross Kerber
May 13 (Reuters) - Glass Lewis recommended investors vote against Exxon's lead independent director, Joseph Hooley, citing what the proxy adviser called the energy company's "unusual and aggressive tactics" in pursuing a lawsuit against activist investors.
While Glass Lewis recommended investors back Exxon Chairman and CEO Darren Woods and the company on all other matters up for a vote at its May 29 shareholder meeting, it said in a report late on Friday Hooley's role meant a vote against him would send a signal of strong dissatisfaction with the company's approach.
Lead independent director Hooley also chairs the nominating and governance committee of Exxon's board.
In a statement sent by a representative, Exxon called the Glass Lewis' recommendation "completely misguided."
It "does a grave disservice to Mr. Hooley, whose leadership has been exemplary, and to the millions of ExxonMobil shareholders who have seen their investment value grow under his guidance," Exxon said.
Exxon, which is frequently the focus of critical shareholder resolutions, earlier this year filed a lawsuit seeking to block a vote on a climate proposal submitted by two small activist investors, sidestepping the usual regulatory process to fend off similar measures.
Even after the investors withdrew their resolution, Exxon continued the lawsuit, seeking legal costs and other relief.
Exxon has said the resolution filers hope to constrain its business rather than increase shareholder value. The company wants regulators to review what motions can come to vote.
Activist investors say the lawsuit threatens shareholder influence. A campaign for votes against Hooley and Woods has previously drawn support from New York state Comptroller Thomas DiNapoli and from California Treasurer Fiona Ma, a member of the boards of the state's two big pension funds.
In its report, Glass Lewis acknowledged that Exxon faces many shareholder proposals, but noted how the company has continued the lawsuit against what it called "resource-constrained parties."
"The Company's unusual and aggressive tactics in this matter could threaten to deter both investors' willingness to submit and ability to vote on materially relevant issues," Glass Lewis said.
MAJORITY RULES, KIND OF
Top proxy adviser Institutional Shareholder Services has yet to make its recommendations for this month's meeting.
According to Exxon's proxy statement, director nominees who receive more votes against than in favor should submit their resignation, and the board will then have 90 days after the election is certified to decide whether to accept it.
Public pension funds were key players in a 2021 board battle at Exxon, but some have not taken sides so far this year.
In a securities filing on Monday Illinois Treasurer Michael Frerichs called Exxon's lawsuit a hostile move that "undermines the time-honored system of accountability between shareholders and corporate boards" and urged votes against both Hooley and Woods.
A spokesman for Frerichs' office said he would vote against Hooley and Woods with the shares he directly controls including assets in the state's college-savings plans, only about 82,000 shares in all, rather than larger state pools.
A representative of the California State Teachers' Retirement System said it was "disappointed" Exxon has continued the suit.
"In determining our vote, we will be thoughtful and deliberate knowing there are several factors to consider including our stewardship priorities, engagement with the company, and long-term ramifications of the lawsuit," CalSTRS said in an email on Friday.
The California Public Employees' Retirement System has previously expressed concerns about the lawsuit. Its representative said in an emailed response last week that CALPERS "encourages other investors to join us in voicing their opposition to this lawsuit, which attempts to silence investors.”
Among top Exxon investors, representatives for BlackRock, Vanguard and State Street declined to comment.
(Reporting by Ross Kerber; Editing by Chizu Nomiyama, Jonathan Oatis and Tomasz Janowski)
