I attended the Exxon Mobil Corporation Annual Meeting of Shareholders this morning. The ExxonMobil annual meeting has long been a popular one for vocal shareholders, with the likes of members of the Rockefeller family appearing to present proposals for the company to address climate change and legendary shareholder activist Bob Monks campaigning to separate the roles of the chairman and CEO and appoint an independent chairman of the board. (For a history of the Rockefeller family’s pressure on the company on climate change, take a look at this article in New York magazine. For Monks’ own description of the last time he attended the company’s annual meeting in 2009, see here.)
First Time Virtual-Only
Originally scheduled to take place today in Dallas, the company sent a notice to shareholders on April 23 saying:
The Company has continually monitored public health concerns related to the coronavirus outbreak, including government recommended and required limits on public gatherings. In light of these developments including (1) Texas Governor Greg Abbott’s order directing every person in Texas to minimize social gatherings and in-person contact, effective April 2, 2020, and (2) New Jersey Governor Phil Murphy’s Executive Order and declaration of a state of emergency on March 9, 2020, the Company is making the following announcement: NOTICE IS HEREBY GIVEN that the location of our Annual Meeting has been changed and will be conducted solely online by means of remote communication in a live audio webcast format that will assist in protecting the health and wellbeing of the Company’s shareholders, employees, other meeting participants and the community. Shareholders will not be able to attend the annual meeting in person at a physical location. The previously announced date and time of the annual meeting remain unchanged.
Why did they factor in the actions of New Jersey Governor Murphy? Little known fact: ExxonMobil is organized under the laws of the State of New Jersey. This dates back to when the company was incorporated by John D. Rockefeller in 1882 and known as the Standard Oil Company. New Jersey is one state where, up until now, the law did not permit companies to hold virtual-only shareholders meetings. The Covid-19 quarantines forced the New Jersey legislature to pass emergency legislation in mid-March to allow for it. The provision of the law on the place of shareholders meetings was amended to read, in part:
During a state of emergency declared by the Governor, a meeting of shareholders may be held by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting.
Amazing that a state of emergency for people living in New Jersey would have any bearing on a shareholders meeting that was going to take place in Texas, but then moved to take place in cyberspace!
Getting Into the Meeting
ExxonMobil’s disclosures on how to attend the 2020 Annual Meeting were very clear. The company’s Investor Relations website included detailed instructions regarding access and participation from the April 23 notice, as well as a letter they sent to Glass Lewis & Company in response to Glass Lewis’ proxy voting recommendations, a blog post by the Vice President of Investor Relations & Corporate Secretary addressing shareholder engagement and climate change, and the Rules of Conduct for the meeting.
Looking at the description in the April 23 notice on Attending the Virtual Annual Meeting, I was surprised by how complicated it was for record holders to attend. You’ll recall I recently had an issue attending another annual meeting as a beneficial holder. I had no idea that record holders would have to jump through hoops to attend a virtual annual meeting. Take a look at what a record holder had to do to attend (it's long):
Shareholders of Record may join the meeting either (Option #1) as an Identified Shareholder through the Shareholder Login on the virtual annual meeting website or (Option #2) as a guest through the Guest Login on the virtual annual meeting website. Identified Shareholders will be able to submit questions or comments during the virtual annual meeting. Guests will not be able to submit questions. Questions will be answered as the allotted meeting time permits. As noted in the proxy statement, in light of the number of business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the meeting will be able to do so.
Option #1: Attending as an Identified Shareholder
To join as an Identified Shareholder with the ability to submit questions or comments during the virtual annual meeting, you must request and receive a virtual meeting access control number (“VMA control number”) by following the instructions below. This VMA control number will be a 16-digit number that does NOT replace the 15-digit control number you previously received on your proxy card, notice, or meeting materials email. The 15- digit control number on your proxy material is only used to vote your shares as described above.
To obtain a VMA control number in advance of the meeting, Shareholders of Record must call ExxonMobil Shareholder Services managed by Computershare at phone number 1-800-252-1800 for US/Canada and 781- 575-2058 for outside US/Canada to initiate the request for a VMA control number.
Requests for a VMA control number must be received by Computershare no later than 4:00 p.m., Central Time, on May 19, 2020. Shareholders of Record who timely request a VMA control number will receive a confirmation email from Computershare with a VMA control number prior to the virtual annual meeting.
Shareholders of Record who obtain a VMA control number and access the virtual annual meeting as an Identified Shareholder may submit a question or comment to the Company through the virtual annual meeting website.
Shareholders may submit a question or comment prior to the virtual annual meeting beginning on May 1, 2020, by visiting www.exxonmobil.com/investor and following the instructions on the website. A VMA control number is not required for submitting comments or questions in advance of the meeting through the ExxonMobil website.
These instructions for obtaining a VMA control number, along with any necessary updates, are also repeated on our website (exxonmobil.com/investor).
Kind of crazy for a shareholder of record, right? The instructions for beneficial shareholders were much easier. I took me about 10 seconds to log into the meeting with the 16-digit control number from my VIF.
Why the obstacle course, this time for the record holders? It’s because using different combinations of vendors for virtual annual meeting platforms and transfer agent services can result in different processes being necessary to get into these virtual meetings. In this case, the record holders had to deal with extra steps. In others, it’s the beneficial holders who have to get their act together well in advance of a meeting they would otherwise be able to walk into on the day of the meeting.
The Proceedings
The meeting itself was very organized. The VP of IR/Corporate Secretary previewed the agenda and guidelines for the meeting right at the outset (10:30 a.m. EDT). He informed attendees that the polls for voting would close one hour after the meeting started and that each shareholder proponent would have three minutes to make a statement. Chimes would tell the presenters when there were 30 seconds and 10 seconds remaining for them to wrap up.
My Struggle with Voting
Like at the other meetings I’ve attended, I tried to vote on the virtual meeting site. But, wait. When I clicked the “Vote Here!” button, a pop-up window labeled "Proxy Ballot" appeared that said:
Sorry. Virtual Shareholder Meeting is unavailable at the moment, please try again later.
Umm… for real? I tried again and again, but no dice. I didn’t see a help line phone number listed on the meeting page, so I submitted a message through the question box telling them about the issue I was having with voting. I didn’t know whether or how I would receive a response. I never did receive one. Apparently, that's because they had no idea who submitted the message.
Who Asked That Question? Call a Plumber.
Yesterday, I heard from several corporate secretaries that when the company receives questions submitted through the question box on the virtual annual meeting platform, there’s no identification of who submitted them unless the shareholder types their name in the question box along with their question. Does anyone actually do that? I didn’t. Any shareholder attending this virtual meeting had to use a unique control number and was required to type in his/her name and email address to log in, so you’d figure the company can identify who is submitting each question, but I guess not. This doesn’t seem to make any sense. Then again, it could be a consequence of the OBO-NOBO pipes in our “proxy plumbing” system.
For the uninitiated, OBO stands for “Objecting Beneficial Owner,” and NOBO stands for “Non-Objecting Beneficial Owner.” To simplify this in the extreme, did you (or your parents) ever request that your home phone number not be listed in the phone book? It’s like that. A beneficial owner of shares of a company can choose whether the company can know her/his/their/its identity or opt to be anonymous. Every beneficial owner either objects to being identified and becomes an OBO or does not object and remains a NOBO. The default is NOBO, and most retail shareholder who buy shares through a bank or broker probably have no idea about the option to object. It’s in one of the documents everyone signs without reading.
Record shareholders actually don’t have the option to go stealth because their shares are held with the company’s stock transfer agent, so their names are on the registered holders list, which any company shareholder can ask to see (more on that later). So, why do beneficial owners have the OBO-NOBO choice? It’s because when you buy stock from a broker, you don’t actually “own” them, and instead the broker holds them on your behalf in your brokerage account. Your name doesn’t show up on the registered holders list. The company can buy the NOBO list (as of a specific record date), but not an OBO list. It’s a much longer story that banks, brokers, proxy solicitors, and corporate secretaries feel very strongly about. We’ll save that for another time.
I Got the Help I Needed
Back to my inability to vote at the meeting. I did remember seeing a phone number on the meeting login page for people having technical difficulties getting into the meeting, so I went back to that page and called that number to see if anyone there could help me. The person on the other end suggested I refresh the page on my browser or try closing out and logging back in. I did the latter and it worked. After that, I voted with no problems. Later, I noticed that under the “Vote Here!” button and Meeting Materials section, there was this note:
If the meeting does not begin automatically, please click the play button on the audio section of the media player. If you experience any technical issues, it is strongly encouraged that you check your internet connections, close and restart your browser or try a different web browser entirely.
So, maybe it was my bad for not having seen that before calling.
Formal Business
The meeting proceeded into the company’s business presentation, which lasted for about 20 minutes. Then, the formal items of business started with the election of director nominees, ratification of the appointment of independent auditors, and Say on Pay. The Chairman announced that all 10 director nominees were “participating in this meeting by phone.”
Regarding Say on Pay, ExxonMobil has been holding separate webcasts for shareholders to hear from the company’s Compensation, Benefits & Policy Manager about the ExxonMobil’s executive compensation program for a number of years now. I don’t know how many other companies do this annually, but I’m guessing single digits. If you are interested in executive compensation, I recommend that you give this a listen. This year’s webcast took place on May 8, and the replay and presentation are posted on ExxonMobil’s IR page.
Each of the six shareholder proponents used the full three minutes allotted to them. The Chairman gave what seemed to me pretty thoughtful responses to each proponent. Same for during the Q&A session. And his responses sounded unscripted. A lot of board chairs just give the standard, “The board recommends that shareholders vote against this proposal for the reasons stated on page xx of the proxy statement.” Others recite pre-written responses verbatim, sounding robotic and insincere. One of the shareholder proponents thanked the company for holding a virtual annual meeting this year. One sent in a pre-recorded statement. Another had some audio issues, but it sounded like there was a weak cell phone connection on his end, as opposed to something wrong with the virtual meeting technology on the company’s end. John Chevedden called in for his proposal, as did climate change "contrarian" Steve Milloy.
Preliminary Voting Results
The formal business portion lasted a little over 30 minutes. The Chairman then closed the polls and the formal business portion of the meeting, and the VP of IR/Corporate Secretary announced the preliminary voting results:
Director Nominees: All > 93.6% support
Ratification of Auditor Appointment: 96.8% support
Say on Pay: 91.5% support
Shareholder Proposals:
Independent Chairman: 32.7% support
Special Shareholder Meetings: 26.8% support
Report on Environmental Expenditures: 4.1% support
Report on Risks of Petrochemical Investments: 24.5% support
Report on Political Contributions: 30.9% support
Report on Lobbying: 37.5% support
[UPDATE: The company posted a summary of the final voting report, including percentages For and Against the items of business, on June 2, one week after the meeting.]
Q&A
The Q&A session started right before 11:30. The April 23 notice said:
Shareholders may submit a comment or question prior to the virtual annual meeting beginning on May 1, 2020, by visiting www.exxonmobil.com/investor and following the instructions on the website.
Questions will be answered as the allotted meeting time permits. As noted in the proxy statement, in light of the number of business items on this year’s agenda and the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the meeting will be able to do so.
The Q&A session lasted only 15 minutes, during which the company answered fewer than 10 questions. That surprised me since they solicited questions in advance and announced that they received over 30 questions during the meeting itself. They did say that some of the questions were combined, such as six questions they received about the dividend. The VP of IR/Corporate Secretary read the questions, and the Chairman fielded them, again in a thoughtful and respectful manner. (They didn’t address what I submitted about my troubles with voting on the site, by that’s not something I would expect them to address out loud during the Q&A session.)
After the Q&A, the Chairman made a brief concluding statement and then ended the event. Total run time: 1 hour and 45 minutes.
Seeing the Registered List of Shareholders
One thing I noticed on the virtual meeting site that I must have missed at the other companies’ meetings was a notice: “Request Registered List: Click Here.” Under New Jersey law, NJ-incorporated companies are required to keep an alphabetical list of the names of all of its record shareholders entitled to vote at the shareholders meeting. The list must include the address of and number of shares held by each shareholder. The list must be produced or available by means of a visual display at the time and place of the meeting and subject to the inspection of any shareholder during the meeting. Most states have a requirement for shareholders meetings akin to this.
The list of registered shareholders eligible to vote is one of the things that I had to make sure was at the annual meeting every year during my corporate secretary days. When I first started, we had the physical list available at the meeting. At some point, we switched to putting it on a computer for people to scan through. Some shareholders actually did come look at the list every year.
Out of curiosity, I clicked “Here” and was directed to a one-page document that said:
A copy of the complete list of registered shareholders entitled to vote at this meeting will be made available to any shareholder upon request submitted to shareholderrelations@exxonmobil.com.
I quickly sent an email to that address saying that I am a beneficial shareholder currently attending the annual meeting of shareholders and wanted to know how I can view the list. A few hours after the meeting ended, I received an email from the company that said:
Dear Mr. Chia,
Thank you for your request. A copy of the complete list of registered shareholders entitled to vote at ExxonMobil’s 2020 Annual Meeting of Shareholders is available to you by appointment at the Exxon Mobil Corporation office at 5959 Las Colinas Blvd., Irving, TX 75039.
ExxonMobil appreciates your participation in our 2020 Annual Meeting of Shareholders.
Kind Regards,
Shareholder Relations Team
Exxon Mobil Corporation
I’m not sure that technically meets the requirement, but I’m guessing someone in the legal department checked to make sure that it did. As far as I know, the New Jersey law requiring voting lists was not amended when the legislature amended the law to allow for virtual-only shareholders meetings during a state of emergency declared by the Governor.
Since I haven’t been keeping track of this at the other annual meetings I’ve attended, I’m curious to see if every company has this link, and how companies that hold virtual-only meetings fulfill the voting lists requirement. I’ll certainly put it on my list of things to look for going forward.