May 29, 2024

Communications & Stakeholder Relations
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SACRAMENTO, Calif. – CalPERS voted against all sitting members of ExxonMobil’s board of directors, including Chief Executive Officer Darren Woods, at the company’s annual general meeting on Wednesday, May 29.

The votes, previewed in a letter CalPERS sent its members last week, were in response to ExxonMobil’s pending federal lawsuit against a shareholder group which submitted a non-binding proposal through a clear, transparent process that has been in place for decades.

ExxonMobil has continued the litigation even though the proposal was withdrawn.

"CalPERS did not take this vote lightly, but the significance of what's at stake can’t be understated," said CalPERS Chief Executive Officer Marcie Frost. "ExxonMobil’s lawsuit threatens to silence shareholders everywhere by stripping away their rights and role in improving a company’s bottom line."

The lawsuit, filed by ExxonMobil in January, represents a dramatic break from the normal course of business, as companies that wish to block consideration of a shareholder proposal traditionally seek review by the U.S. Securities and Exchange Commission (SEC). Recently compiled data shows that the SEC has increasingly provided relief, having approved two-thirds of all such "no action" requests this year, a 12-percentage point increase over the previous year.

"CalPERS believes the system works as intended, but instead of seeking relief from the SEC, ExxonMobil is pursuing a lawsuit that would set a dangerous precedent," said Drew Hambly, CalPERS Global Equities Investment Director. "If successful, ExxonMobil's lawsuit could empower more companies to take actions to silence shareholders on other issues they want to avoid discussing."

For decades, investors have used shareholder proposals to protect their interests as owners of a company and to ensure good corporate governance. Shareholder resolutions deal with a variety of critically important issues, such as workers' rights, reasonable and transparent executive compensation, and independent directors.

While the shareholder resolution that sparked the lawsuit involved ExxonMobil's efforts to address climate change, CalPERS based its decision to vote against the failure of the company's leaders to stand up for shareholders.

"This could have been any company and we would have taken the same action," Frost said. "CalPERS is an active owner, and we have a clear fiduciary interest in preserving our right to be heard by corporate executives."

As of the end of 2023, CalPERS owned approximately $1.1 billion in ExxonMobil stocks and bonds.

About CalPERS

For more than nine decades, CalPERS has built retirement and health security for state, school, and public agency members who invest their lifework in public service. Our pension fund serves more than 2 million members in the CalPERS retirement system and administers benefits for more than 1.5 million members and their families in our health program, making us the largest defined-benefit public pension in the U.S. For more information, visit