Exxon Mobil Corporation’s Retail Voting Program is available to all retail investors (both registered owners and beneficial owners), under which participating investors may provide standing voting instructions to Exxon Mobil Corporation.

Background

The Retail Voting Program was proposed by Exxon Mobil Corporation in a no-action request letter to the US Securities and Exchange Commission (“SEC”), dated September 15, 2025 (the “Exxon Letter”). On that same day, the SEC responded to the Exxon Letter, confirming that the SEC will not recommend enforcement action if Exxon Mobile Corporation implements the Retail Voting Program as described in the Exxon Letter.

The Retail Voting Program allows retail investors to opt-in and to authorize their standing voting instructions in line with the board to apply to all matters or all matters except for contested director elections or any acquisition, merger, or divestiture transaction that requires approval of Exxon Mobile Corporation’s shareholders or to opt out of the program and cancel their standing vote at any time.

Computershare actions 

Computershare is closely monitoring the reactions from investors and proxy advisors, tracking issuer behavior, and staying ahead of regulatory developments, including potential lobbying efforts. Computershare will support the needs of its clients and is currently laying the groundwork to our systems to support clients who may choose to implement a similar retail voting program for their shareholder meetings.

Considerations for issuers

If your company is thinking about implementing a similar retail voting program, there are several factors you should consider beforehand.

Each company’s circumstances are different, and each company will have its own unique perspective on whether a similar retail voting program will be beneficial for itself and its retail investors. Computershare can support its clients in understanding the data points below:

  • The percentage of holdings of current retail investors and their typical votes for and against recommendations from the board of directors.
  • The percentage of overall holdings of your retail investors as you evaluate the time and expense required to establish a similar retail voting program.
  • The typical percentage of shareholders with a history of not voting.

Ongoing program management

Clients that implement a similar retail voting program will be required to send participating shareholders annual reminders of their enrollment in such program, their standing voting instructions, and their ability to opt out and cancel their standing voting instructions with respect to future meetings. These annual reminders must be sent at a time when the company is not soliciting votes for its annual shareholder meeting. 

Delegations for voting must be selected by the company’s annual meeting record date to be applied for the meeting.

Your company will need to send proxy materials to all shareholders regardless of whether they are enrolled in your retail voting program. You will also need to conduct annual outreach to new retail shareholders to ensure your program is available to all such shareholders. These actions, as well as establishing and maintaining such a program, may increase your costs.

Benefits of a retail voting program

A similar retail voting program may provide you with increased awareness of the percentage of votes aligned with your board of directors, the percentage of shareholders that have opted out of such a program, and the percentage of shareholders that have taken no action regarding the program.

Shareholder perception 

You will want to consider the perception that implementing a similar retail voting program will have with your shareholders and how you can determine this, since it is the first time this type of program has been implemented, and shareholder sentiment has not been evaluated. Additional communications to shareholders to increase awareness may be appropriate. 

Legal implications

Computershare recommends that you consult with your legal counsel and, as applicable, relevant SEC personnel, prior to relying on the Exxon Letter for the purpose of establishing your own retail voting program.

Questions?

Computershare is committed to supporting its clients throughout the shareholder meeting lifecycle. Please contact your Relationship Manager for more information.

 

Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.