Exxon Mobil Corporation: Shareholder Resolution on Sexual Orientation
Each year, the Human Rights Campaign Foundation, in coalition with several institutional investors coordinated by the New York City Comptroller's Office, has filed a shareholder resolution that encourages Exxon Mobil Corp. (ExxonMobil) to add sexual orientation to its non-discrimination policy. 2008 will be the ninth year of the resolution.
In the spring, ExxonMobil mails a "Notice to Shareholders of Annual Meeting" (also known as the "proxy statement") which contains the date and location of the annual shareholders meeting in Dallas, Texas, and contains the text of both management and shareholder proposals – including the one filed by HRC and the New York City Comptroller's Office. ExxonMobil's management makes a recommendation for shareholders to vote either FOR or AGAINST each resolution; they have consistently recommended AGAINST the resolution to add sexual orientation to the non-discrimination policy.
If you own shares of ExxonMobil, don't sell them – shareholders should vote FOR the resolution (AGAINST management's recommendation) by mailing back their proxy ballot or by voting online. Eligible voters must have held at least one share of common stock as of the "record date" specified in the proxy statement. Shareholders must vote on a proposal or abstain in order to count; blank votes or non-votes are automatically counted in the management's favor. Vote FOR the resolution listed as "Item 12 - Amendment of EEO Policy" in the 2008 Exxon Mobil Proxy Statement (Schedule/DEF 14A).
If you don't own shares of ExxonMobil, make sure to purchase your gas from more friendly establishments – check out the HRC Buying for Equality guide published each year for suggestions. Check the portfolios of mutual funds or pension funds you own for ownership of ExxonMobil; the easiest way is to look at Equity Holdings in the fund's most recent annual report which is usually available online. If the fund does hold shares of ExxonMobil, write or call the fund's manager or administrator to let them know about our shareholder proposal and why it's important to vote in favor of the resolution. For a sample letter, click here.
Shareholder Votes FOR the Resolution, By Year
| Year | Date | Votes FOR Resolution (percent) |
Change from Previous Year |
|---|---|---|---|
| Year 8 | May 2007 | 37.8% | 3.2 |
| Year 7 | May 2006 | 34.6 | 5.2 |
| Year 6 | May 2005 | 29.4 | 0.5 |
| Year 5 | May 2004 | 28.9 | 1.8 |
| Year 4 | May 2003 | 27.1 | 3.2 |
| Year 3 | May 2002 | 23.9* | 10.9* |
| Year 2 | May 2001 | 13.0 | 4.8 |
| Year 1 | May 2000 | 8.2 |
Shareholders typically follow management's recommendations to vote FOR or AGAINST a proposal. However, if the management of a company were in favor of a proposed resolution, they would generally settle the resolution with the resolution's filer(s) prior to taking it to the shareholders, to avoid unnecessary attention to company practices.
The resolution's approval from ExxonMobil shareholders and momentum is extremely positive.
*Shareholder approval jumped significantly from 12% in 2002 to 28.9% in 2004, largely due to the influential shareholder advisor Institutional Shareholder Services (ISS):
"(T)he company's current EEO statement could prevent it from attracting and retaining talented employees and could expose the company to possible litigation should any transgressions occur," explained ISS, noting that several of ExxonMobil's competitors, such as Chevron, not only have protective language but also extend partner benefits. "The company has created unnecessary controversy."
Why the Resolution Doesn't Include Workplace Protections based on Gender Identity or Domestic Partner Benefits
At the time of the first resolution filed with ExxonMobil in 2000, there was little experience with how to use shareholder resolutions as an advocacy tool, and it was thought that "sexual orientation" and "gender identity" would be considered separate issues and thus could be challenged with and thrown out by the Securities and Exchange Commission, which oversees such matters. As for domestic partner benefits, employee benefits are generally considered outside the scope of what shareholder resolutions can address, according to previous decisions by the SEC.
Today, the Human Rights Campaign Foundation supports the efforts of those shareholders that file resolutions based on the Equality Principles, which prohibit discrimination based on both sexual orientation and gender identity. The first such successful resolutions moved forward in 2006, including a resolution filed by the New York City Comptroller's Office at Micron Technology, which received a favorable vote by an overwhelming 55.5 percent of shareholders – a rare showing of shareholder opposition to management recommendations, particularly in its first year.
HRC will continue to advocate for all of these workplace policies and practices with Exxon Mobil Corp. through the Corporate Equality Index, its annual State of the Workplace report and other methods of advocacy as they arise.
