Further to our recent report: “Company Seeks Declaratory Judgment to Exclude Climate Proposal,” as was widely reported in the media, activist investors Arjuna Capital and Follow This withdrew their climate emissions-related shareholder proposal from submission for inclusion in Exxon Mobil’s annual meeting proxy statement. While Exxon thus withdrew its motion for an expedited hearing (which was tied to its proxy statement printing deadline), it is continuing the suit so that the court can address certain outstanding shareholder proposal process matters notwithstanding the withdrawal of the specific proposal that prompted its complaint.
As discussed in this Cooley post, in response to the court’s order that Exxon inform the court why the case was still justiciable, Exxon filed a status update last Monday discussing the current state of play regarding the shareholder proposal and no-action processes that enable investors with a nominal number of shares and publicly articulated personal agendas to file the same or similar proposals on a recurring basis year after year, coupled with companies’ inability in many cases to make use of the exclusion protections intended to be afforded by Rule 14a-8.
The company reportedly seeks a declaration from the court that the proposal is properly excludable under the ordinary business or resubmission exclusions to block the filing of the same or a substantially similar proposal by the proponents themselves or in coordination with others going forward.