Exxon’s Retail Voting Program: A Path for Delaware Corporations Facing Low Voter Turnout?
January/February 2026
Publication| Corporate Governance| Corporate Transactions| Corporate & Chancery Litigation| Mergers & Acquisitions| Transactional Committees
In a significant move, the U.S. Securities and Exchange Commission issued a no-action letter advising that it will not recommend enforcement action in respect of Exxon Mobil Corporation’s proposed “Retail Voting Program.” Exxon’s novel Retail Voting Program would be offered to all retail investors at no cost on an opt-in basis, allowing retail investors to grant standing instructions to vote their shares as recommended by Exxon’s board of directors on either (i) all matters or (ii) all matters other than contested elections and acquisitions, mergers or divestitures requiring stockholder approval.
Participants would be given the opportunity to freely opt out at any time or override their standing instructions for a particular meeting; they would receive annual reminders of their enrollment; and they would continue to receive all proxy materials.