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Column: Exxon Mobil is suing its shareholders to silence them about global warming

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Column: Exxon Mobil is suing its shareholders to silence them about global warming

You wouldn’t think that Exxon Mobil has to worry much about being harried by a couple of shareholder groups owning a few thousand dollars worth of shares between them — not with its $529-billion market value and its stature as the world’s biggest oil company.

But then you might not have factored in the company’s stature as the world’s biggest corporate bully.

In February, Exxon Mobil sued the U.S. investment firm Arjuna Capital and Netherlands-based green shareholder firm Follow This to keep a shareholder resolution they sponsored from appearing on the agenda of its May 29 annual meeting. The resolution urged Exxon Mobil to work harder to reduce the greenhouse gas emissions of its products.

Exxon has more resources than just about anybody; ‘overkill’ doesn’t begin to describe the imbalance of power.

— Shareholder advocate Nell Minow

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The company’s legal threat worked: Days after the lawsuit was filed, the shareholder groups, weighing their relative strength against an oil behemoth, withdrew the proposal and pledged not to refile it in the future.

Yet even though the proposal no longer exists, the company is still pursuing the lawsuit, running up its own and its adversaries’ legal bills. Its goal isn’t hard to fathom.

“What purpose does this have other than sending a chill down the spines of other investors to keep them from speaking up and filing resolutions?” asks Illinois State Treasurer Michael W. Frerichs, who oversees public investment portfolios, including the state’s retirement and college savings funds, worth more than $35 billion.

In response to the lawsuit, Frerichs has urged Exxon Mobil shareholders to vote against the reelection to the board of Chairman and Chief Executive Darren W. Woods and lead independent director Joseph L. Hooley at the annual meeting.

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He’s not alone. The $496-billion California Public Employees’ Retirement System, or CalPERS, the nation’s largest public pension fund, is considering a vote against Woods, according to the fund’s chief operating investment officer, Michael Cohen.

“Exxon has gone well beyond any other company that we’re aware of in terms of suing shareholders for trying to bring forward a proposal,” Cohen told the Financial Times. “There doesn’t seem to be anything other than an agenda of sending a message of shutting down shareholders’ ability to speak their mind.”

California Treasurer Fiona Ma, a CalPERS board member, backs a vote against Woods. “As the largest public pension fund in the country, we have a responsibility to lead on issues that threaten to undermine shareowners,” she says.

The proxy advisory firm Glass Lewis & Co., which helps institutional investors decide how to vote on shareholder proposals and board elections, has counseled a vote against Hooley, citing Exxon Mobil’s “unusual and aggressive tactics” in fighting activist investors.

Exxon Mobil’s action against Arjuna and Follow This opens a new chapter in the long battle between corporate managements and shareholder gadflies.

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Fossil fuel companies have been especially touchy about shareholder resolutions calling on them to take firmer action on global warming and to be more transparent about the effects their products have on climate.

In part that may be the result of some significant victories by activist shareholders. In 2021, nearly 61% of Chevron shareholders voted for the company to “substantially” reduce its greenhouse gas emissions — a shockingly large majority for a shareholder vote on any issue. That same year, the activist hedge fund Engine No. 1 led a campaign that unseated three Exxon Mobil board members and replaced them with directors more sensitive to climate risk.

Exxon Mobil also subjected the San Diego County community of Imperial Beach to a campaign of legal harassment over the city’s participation in a lawsuit aimed at forcing the company and others in the oil industry to pay compensation for the cost of global warming, which stems from the burning of the companies’ products.

Even in that context, Exxon Mobil’s campaign against Arjuna and Follow This represents a high-water mark in corporate cynicism.

The lawsuit asserts that the investment funds’ proposed resolution violated standards set forth by the Securities and Exchange Commission governing the propriety of such resolutions — it was related to “the company’s ordinary business operations” and closely resembled resolutions on similar topics that had failed to exceed threshold votes at the company’s 2022 and 2023 annual meetings. Both standards allow a company to block a resolution from the meeting agenda, or proxy.

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That may be so, but the conventional practice is for managements to seek approval from the SEC to exclude such resolutions through the issuance of what’s known as an agency “no action” letter.

Exxon Mobil hasn’t taken that step. Instead, it filed its lawsuit in federal court in Forth Worth, where the case was certain to be heard by one of the only two judges in that courthouse, both conservatives appointed by Republican presidents — a crystalline example of partisan “judge shopping.” The case came before Trump appointee Mark T. Pittman, who has allowed it to proceed.

The company hasn’t said why it followed that course. “The U.S. system for shareholder access is the best in the world,” company spokeswoman Elise Otten told me by email. “To make sure it stays that way, the rules must be enforced or the abuse by activists masquerading as shareholders will continue threatening the system.”

In practice, however, the SEC has been quite strict about requiring that shareholder proposals meet its standards. “There can only be one reason” for the lawsuit, says shareholder advocate Nell Minow — “it’s to crush the shareholder. Exxon has more resources than just about anybody; ‘overkill’ doesn’t begin to describe the imbalance of power.”

The company accused Arjuna and Follow This of aiming not “to improve ExxonMobil’s business performance or increase shareholder value,” but of pursuing the goal of “disrupting ExxonMobil’s investments and development of fossil fuel assets and causing ExxonMobil to change its business model, regardless of the benefits, costs, or the world’s needs.”

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The company maintained that the shareholder groups aimed to “force ExxonMobil to change the nature of its ordinary business or to go out of business entirely.”

That’s flatly untrue. The resolution observed that the company’s “cost of capital may substantially increase if it fails to control transition risks by significantly reducing absolute emissions.”

That judgment is shared by many institutional investors and government regulators, and points to a path for preserving Exxon Mobil’s business prospects, not destroying them.

In any case, what Exxon Mobil failed to note is that shareholder resolutions are always advisory — they can’t require management to do anything.

In its lawsuit, the company whined about the sheer burden of handling an increase in shareholder resolutions, especially those on fraught topics such as the environment and social issues. Using what it described as an SEC estimate that it costs corporations $150,000 to deal with every submitted resolution, its annual meeting statement calculated that it has spent $21 million to manage 140 submitted resolutions.

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A couple of points about that. First, the SEC didn’t estimate that every resolution costs $150,000 to manage. The SEC actually cites a range of $20,000 to $150,000 each.

Second, a quick look at the company’s financial statements gives the lie to its claim that shareholder resolutions are some sort of cataclysmic burden. Its statistics applied to the entire 10-year period from 2014 through 2023, not just a single year.

Over that decade, Exxon Mobil reported total profits of $204.3 billion. In other words, processing those 140 proposals — using the SEC’s highest estimate to arrive at $21 million — cost Exxon Mobil one one-hundredth of a percent of its profits, at most, to deal with shareholder proposals.

And it’s not as if those proposals clog up the annual meeting proxy — for this year’s meeting, only four proposals will be submitted to shareholder votes. Management opposes all four, big surprise.

As for whether companies such as Exxon Mobil have better uses for their money, the proxy statement doesn’t make a great case for every expenditure.

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Last year, for instance, the company paid nearly $1.5 million in relocation expenses for its top executives, including about $500,000 for Woods, in connection with the move of its headquarters from the Dallas suburbs to the Houston suburbs, about a three-hour drive away. Over the last three years, Woods collected more than $81 million in compensation, so one can see why moving house would leave him strapped.

“As a shareholder, the one thing you ask for is to look at every expenditure in terms of its return on investment,” Minow told me. “It’s unfathomable that the return on investment of this lawsuit is in any way beneficial to the company.” She’s right: It’s certain that Exxon’s legal fees on this case already exceed the putative $150,000 expense it incurred dealing with the withdrawn proposal.

Exxon Mobil’s punitive lawsuit only hints at the lengths that the fossil fuel industry will go to preserve a business model facing an inexorable decline. The companies haven’t been shy about enlisting politicians to rid them of their turbulent shareholders (to paraphrase the medieval King Henry II).

In February, Sen. Bill Hagerty (R-Tenn.) introduced a measure dubbed the “Rejecting Extremist Shareholder Proposals that Inhibit and Thwart Enterprise for Businesses Act, or “RESPITE.” The act would overturn an SEC rule stating that resolutions dealing with “significant social policy issues” can’t be excluded from the annual proxy under the traditional “ordinary business” limitation.

Don’t expect them to be shy about demanding more latitude from a reelected President Trump. The Washington Post reported last week that Trump pledged to roll back Biden administration environmental policies if the oil executives meeting with him at Mar-a-Lago would raise $1 billion for his campaign. An Exxon Mobil executive was present, the Post reported.

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Southwest’s open seating ends with final flight

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Southwest’s open seating ends with final flight

After nearly 60 years of its unique and popular open-seating policy, Southwest Airlines flew its last flight with unassigned seats Monday night.

Customers on flights going forward will choose where they sit and whether they want to pay more for a preferred location or extra leg room. The change represents a significant shift for Southwest’s brand, which has been known as a no-frills, easygoing option compared to competing airlines.

While many loyal customers lament the loss of open seating, Southwest has been under pressure from investors to boost profitability. Last year, the airline also stopped offering free checked bags and began charging $35 for one bag and $80 for two.

Under the defunct open-seating policy, customers could choose their seats on a first-come, first-served basis. On social media, customers said the policy made boarding faster and fairer. The airline is now offering four new fare bundles that include tiered perks such as priority boarding, preferred seats, and premium drinks.

“We continue to make substantial progress as we execute the most significant transformation in Southwest Airlines’ history,” said chief executive Bob Jordan in a statement with the company’s third-quarter revenue report. “We quickly implemented many new product attributes and enhancements [and] we remain committed to meeting the evolving needs of our current and future customers.”

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Eighty percent of Southwest customers and 86% of potential customers prefer an assigned seat, the airline said in 2024.

Experts said the change is a smart move as the airline tries to stabilize its finances.

In the third quarter of 2025, the company reported passenger revenues of $6.3 billion, a 1% increase from the year prior. Southwest’s shares have remained mostly stable this year and were trading at around $41.50 on Tuesday.

“You’re going to hear nostalgia about this, but I think it’s very logical and probably something the company should have done years ago,” said Duane Pfennigwerth, a global airlines analyst at Evercore, when the company announced the seating change in 2024.

Budget airlines are offering more premium options in an attempt to increase revenue, including Spirit, which introduced new fare bundles in 2024 with priority check-in and their take on a first-class experience.

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With the end of open seating and its “bags fly free” policy, customers said Southwest has lost much of its appeal and flexibility. The airline used to stand out in an industry often associated with rigidity and high prices, customers said.

“Open seating and the easier boarding process is why I fly Southwest,” wrote one Reddit user. “I may start flying another airline in protest. After all, there will be nothing differentiating Southwest anymore.”

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Contributor: The weird bipartisan alliance to cap credit card rates is onto something

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Contributor: The weird bipartisan alliance to cap credit card rates is onto something

Behind the credit card, ubiquitous in American economic life now for decades, stand a very few gigantic financial institutions that exert nearly unlimited power over how much consumers and businesses pay for the use of a small piece of plastic. American consumers and small businesses alike are spitting fire these days about the cost of credit cards, while the companies profiting from them are making money hand over fist.

We are now having a national conversation about what the federal government can do to lower the cost of credit cards. Sens. Bernie Sanders (I-Vt.) and Josh Hawley (R-Mo.), truly strange political bedfellows, have proposed a 10% cap. Now President Trump has too. But we risk spinning our wheels if we do not face facts about the underlying structure of this market.

We should dispense with the notion that the credit card business in the United States is a free market with robust competition. Instead, we have an oligopoly of dominant banks that issue them: JPMorgan Chase, Bank of America, American Express, Citigroup and Capital One, which together account for about 70% of all transactions. And we have a duopoly of networks: Visa and Mastercard, who process more than 80% of those transactions.

The results are higher prices for consumers who use the cards and businesses that accept them. Possibly the most telling statistic tracks the difference between borrowing benchmarks, such as the prime rate, and what you pay on your credit card. That markup has been rising steadily over the last 10 years and now stands at 16.4%. A Federal Reserve study found the problem in every card category, from your super-duper-triple-platinum card to subprime cardholders. Make no mistake, your bank is cranking up credit card rates faster than any overall increase.

If you are a small business owner, the situation is equally grim. Credit cards are a major source of credit for small businesses, at an increasingly dear cost. Also, businesses suffer from the fees Visa and Mastercard charge merchants on customer payments; those have climbed steadily as well because the two dominant processors use a variety of techniques to keep their grip on that market. Those fees nearly doubled in five years, to $111 billion in 2024. Largely passed on to consumers in the form of higher prices, these charges often rank as the second- or third-highest merchant cost, after real estate and labor.

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There is nothing divinely ordained here. In other industrialized countries, the simple task of moving money — the basic function of Visa and Mastercard — is much, much less expensive. Consumer credit is likewise less expensive elsewhere in the world because of greater competition, tougher regulation and long-standing norms.

Now some American politicians want caps on card interest rates, a tool that absolutely has its place in consumer protection. A handful of states already have strict limits on interest rates, a proud legacy of an ethos of protecting the most vulnerable people against the biblical sin of usury. Texas imposes a 10% cap for lending to people in that state. Congress in 2006 chose to protect military service members via a 36% limit on interest they can be charged. In 2009, it banned an array of sneaky fees designed to extract more money from card users. Federal credit unions cannot charge more than 18% interest, including on credit cards. Brian Shearer from Vanderbilt University’s Policy Accelerator for Political Economy and Regulation has made a persuasive case for capping credit card rates for the rest of us too.

At the very least, there is every reason to ignore the stale serenade of the bank lobby that any regulation will only hurt the people we are trying to help. Credit still flows to soldiers and sailors. Credit unions still issue cards. States with usury caps still have functioning financial systems. And the 2009 law Congress passed convinced even skeptical economists that the result was a better market for consumers.

If consumers receive such commonsense protections, what’s at stake? Profit margins for banks and card networks, and there is no compelling public policy reason to protect those. Major banks have profit margins that exceed 30%, a level that is modest only compared with Visa and Mastercard, which average a margin of 45%. Meanwhile, consumers face $1. 3 trillion in debt. And retailers squeeze by with a margin around 3%; grocers make do with half that.

The market won’t fix what’s wrong with credit card fees, because the handful of businesses that control it are feasting at everyone else’s expense. We must liberate the market from the grip of the major banks and card processors and restore vibrant competition. Harnessing market forces to get better outcomes for consumers, in addition to smart regulation, is as American as apple pie.

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Fortunately, Trump has endorsed — via social media — bipartisan legislation, the Credit Card Competition Act, that would crack open the Visa-Mastercard duopoly by allowing merchants to route transactions over competing networks. Here’s hoping he follows through by getting enough congressional Republicans on board.

That change would leave us with the megabanks still controlling the credit card market. One approach would be consumer-friendly regulation of other means of credit, such as buy-now-pay-later tools or innovative payment applications, by including protections that credit cards enjoy. Ideally, Congress would cap the size of banks, something it declined to do after the 2008 financial crisis, to the enduring frustration of reformers who sought structural change. Trump entered the presidency in 2017 calling for a new Glass-Steagall, the Depression-era law that broke up big banks, but he never pursued it.

Fast forward nine years, and we find rising negative sentiment among American voters, groaning under the weight of credit card debt and a cascade of junk fees from other industries. Populist ire at corporate power is rising. The race between the two major parties to ride that feeling to victory in the November midterm elections and beyond has begun. A movement to limit the power of big banks could be but a tweet away.

Carter Dougherty is the senior fellow for antimonopoly and finance at Demand Progress, an advocacy group and think tank.

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Lockheed Martin, PG&E, Salesforce and Wells Fargo team up to help battle wildfires

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Lockheed Martin, PG&E, Salesforce and Wells Fargo team up to help battle wildfires

Lockheed Martin, PG&E Corp., Salesforce and Wells Fargo are teaming up to help firefighters and emergency responders prevent, detect and fight wildfires more quickly.

On Monday, the four companies said they’re forming a new venture called Emberpoint to advance technology while making wildfire prevention more affordable.

The ultimate vision is, you know, eliminating megafires in the United States, and maybe beyond that,” said Jim Taiclet, Lockheed Martin’s chief executive, president and chairman, in an interview.

The Emberpoint team and its technologies will be created in the coming months and demonstrations are expected some time this year. Wells Fargo is helping to fund the investment and partners have already committed more than $100 million to the new venture, Taiclet said.

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Lockheed Martin already makes aircraft and satellites to fight wildfires, but the company has also worked on integrating data from the space, ground and air to help predict where a fire might start so firefighters and helicopters can better position themselves. A lightning strike, downed power lines, improperly extinguished campfires and other events can spark wildfires. The venture’s first service will focus on firefighting intelligence.

PG&E has wildfire mitigation efforts, such as installing power lines underground in high-risk areas, and has weather stations equipped with AI-powered cameras to help detect wildfires. The company will bring its expertise to this new venture but plans to seek regulatory approval to share information with its partners as part of this new venture.

“We can actually share and return to our customers the investments they’ve made in wildfire technology, and return those investments back to customers while making our own system safer and making the state safer,” PG&E Corp. Chief Executive Patti Poppe said.

San Francisco software company Salesforce, which is behind messaging app Slack and a platform that helps companies deploy AI agents, will help organizations coordinate so they can respond to wildfires faster. The company will also help bring data from different streams into a “unified, real-time response engine.”

AI agents can help firefighters better combat a blaze by providing information such as the blaze’s perimeter and the most dangerous areas, Taiclet said.

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The partnership comes as wildfires across the globe become larger and more destructive, damaging homes, businesses and other buildings while also disrupting power. In California, where warmer temperatures, drier air and high winds fuel flames, wildfires have caused billions of dollars in damage and claimed lives. Last year, the Eaton and Palisades fires killed more than two dozen people and destroyed more than 16,000 structures, with the estimated loss totaling more than $250 billion.

The path of destruction left by wildfires has prompted major tech companies such as Nvidia and Google, along with startups and universities, to experiment with artificial intelligence to improve firefighting and detection. Drones, sensors, satellite imagery, autonomous aircraft and cameras are among tools used to manage and fight wildfires.

Lockheed Martin has teamed up with tech companies before to help battle wildfires. The defense and aerospace contractor, headquartered in Maryland, also has offices and employees throughout California, including Silicon Valley. It has roughly 10,000 employees in California.

In 2021, the company partnered with Nvidia along with state and federal forest services to create a digital version of a fire that allows firefighters and incident commanders to better understand how it spreads and find the best ways to put it out.

Last year, the California Department of Forestry and Fire Protection said it was working with Sikorsky, a Lockheed Martin company, on a five-year initiative that would enhance autonomous aerial firefighting technologies. The effort also includes exploring the development of an autonomous Sikorsky S-70i Firehawk helicopter, an aircraft used to drop gallons of water onto flames. Sikorsky has worked with California software company Rain to test out autonomous wildfire suppression technology as well.

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And Lockheed Martin has built satellites that help U.S. forecasters get images of wildfires, hurricanes and severe weather conditions.

“If we can get prediction better, detection quicker and response more robust, I think we’ve had a real chance at making a big difference here for safety of both the citizens and the firefighters,” Taiclet said.

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