Business
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
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.
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.
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.
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.”
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.
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.
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.
Business
Disneyland to offer $59 evening tickets next month
Disneyland Resort in Anaheim will offer $59 tickets for select evening admission to either theme park as part of a new promotion.
The one-day, one-park evening ticket offer will allow attendees to enter Disney California Adventure at 5 p.m. or Disneyland at 7 p.m. Park reservations are still required, as has been the case since the COVID-19 pandemic.
The offer only applies for admission from July 12 through Aug. 5 on Sundays to Wednesdays.
Disneyland Resort is commemorating its 70th anniversary through Aug. 9, and has introduced new shows and additions to rides as part of the occasion.
Walt Disney Co.’s theme parks and experiences business are a crucial boost to its finances, making up about 56% of the company’s operating income last fiscal year.
During the Burbank-based company’s most recent earnings call in May, Disney executives said attendance at its U.S.-based parks was down 1% compared with the prior year, a shift they attributed to “continued softness” in international visitations. However, the company said at the time that it was starting to move past those issues.
Disney’s experiences division reported $9.5 billion in revenue in that fiscal second quarter, up 7% compared with the same period a year ago, something executives said was due to higher guest spending domestically and more capacity on its cruise line.
Business
Downtown L.A. World Trade Center to become affordable apartments
An aging downtown office complex will be converted into apartments as part of an ambitious plan by local real estate companies to create 4,000 affordable housing units in Los Angeles.
The first project will be a $200-million makeover of the L.A. World Trade Center, a sprawling white elephant of an office complex on Figueroa Street built in the 1970s that will be turned into 512 apartments in one of the largest affordable housing conversions to date downtown.
Future projects being planned in the central city for delivery over the next five years will include other office-to-apartment conversions and new housing built from the ground up.
The 10-story World Trade Center, right, at Figueroa and Fourth streets in downtown Los Angeles, was built in the mid-1970s.
(Myung J. Chun / Los Angeles Times)
Behind the building campaign unveiled Monday are two of the region’s largest real estate companies, Jamison and Kennedy Wilson. Jamison is the city’s most prolific converter of offices to market-rate apartments and currently has a major makeover of a downtown office skyscraper underway for tenants who can pay top rents.
Kennedy Wilson, a real estate investment company based in Beverly Hills, owns Vintage Housing, which builds and operates affordable housing using tax credits and other state and federal financing to help fund it.
Vintage Housing and Jamison’s new affordable housing division, Arden Residential, will take on the campaign to build the housing where qualified tenants will pay rents below market rates.
Rents in the World Trade Center — which will be renamed Sky Castle when it opens in early 2028 — are expected to start at $937 for a one-bedroom unit. Some two- and three-bedroom units would rent for $1,100 and $1,300 per month, respectively, developers said.
Sky Castle will have shared amenities found in more expensive modern apartments, the developers said, such as a fitness center, resident lounge and co-working space. It already has six tennis courts on the roof, which may be converted to pickleball courts, Jamison Chief Executive Garrett Lee said.
The goal is to build higher quality affordable housing by using efficient construction methods Jamison has learned through building more than 8,000 market-rate apartments in the past, Lee said. The makeover of the World Trade Center will mark Jamison’s 15th conversion of an office building to housing.
The plan to redevelop the L.A. World Trade Center, bottom left, is one of the largest affordable housing conversions to date downtown.
(Myung J. Chun / Los Angeles Times)
The 10-story World Trade Center was built in the mid-1970s to fanfare saying it would be home to international companies. In 1976, The Times described the center as a place to prepare for an overseas trip where visitors could get passports and visas, as well as exchange dollars for francs, marks, rubles and other currency. There was a language school and branches of U.S., Swiss and Japanese banks.
By the mid-1980s, the 400,000-square-foot office complex covering a city block at Figueroa and Fourth streets had lost its international flavor and was falling out of favor with corporate tenants who were moving into glossy new skyscrapers on Bunker Hill and in other locations.
The building has been cleared of remaining office tenants to allow work to begin in August, Lee said.
Kennedy Wilson is a nationwide operator of market-rate apartments that has also moved into building affordable housing in the last decade, said Nicholas Bridges, global head of capital markets at the company.
Building affordable, workforce housing “in almost all cases requires public subsidies,” Bridges said, and Kennedy Wilson has developed expertise in assembling “a cocktail of public financing sources” that includes low-income housing tax credits and tax-exempt bonds.
In the past, many housing developers have shied away from building affordable housing because assembling the subsidies needed to make construction profitable is challenging.
An artist’s rendering shows what the L.A. World Trade Center could look like after being redeveloped into affordable housing. The new complex is to be called Sky Castle.
(Ian Camarillo)
“It’s complicated,” Bridges said, “and not for the faint of heart.”
Eligible tenants must earn between 30% and 80% of the median income in the area where the housing is built.
Jamison and Kennedy Wilson will develop about 15 affordable housing projects between downtown and the 405 Freeway, Bridges said, many of them in aging office buildings such as the World Trade Center that are already owned by Jamison and are close to public transit.
Substantial potential for affordable housing lies in L.A.’s underused office buildings, he said.
“In this post-COVID world, the way people are utilizing office buildings, particularly older office buildings, has just fundamentally changed,” he said.
It makes sense for developers of conventional multifamily housing to move to building affordable housing, Lee said, because the government supports it through subsidies, zoning reform and the fast-tracking of construction permits. The city of Los Angeles also recently streamlined its adaptive reuse rules to make it easier to convert office buildings to housing.
“There are a lot of incentives pushing us in this direction,” Lee said.
Business
Comcast is spinning off NBCUniversal media and entertainment assets
Comcast is spinning off its NBCUniversal entertainment and news media businesses into a separate publicly traded company, a move that would unwind an audacious play the cable giant made for the storied Hollywood assets 15 years ago.
The plan would put broadcast networks NBC and Telemundo, NBC News, cable network Bravo, streaming service Peacock, the Los Angeles-based Universal film and television studios, Universal theme parks and British TV service Sky in a new stand-alone company.
Philadelphia-based Comcast would remain in its core business of distributing pay-TV channels, broadband internet and wireless services.
The spinoff would be the second such move by Comcast in two years. Late last year, the Brian L. Roberts-controlled company cast off most of its cable portfolio, including CNBC, USA Network, MS NOW and Golf Channel to form a new entity called Versant.
But the maneuver failed to budge Comcast’s listless stock, which has languished for years as its primary business lost thousands of broadband customers.
Comcast executives needed to make a bolder move to mollify frustrated investors.
Comcast stock peaked at nearly $26 per share Monday before closing at $24.22, up roughly 4.5% from Friday. Still, the stock remains below its 52-week high of $34.34.
The plan announced Monday would unravel Comcast’s bold decision to acquire NBCUniversal from General Electric Co. in 2011. At the time, Comcast saw tremendous value in marrying NBC’s entertainment operations, including its then-lucrative cable channels, with its cable TV distribution service that Roberts’ late father, Ralph, launched in Tupelo, Miss., in 1963.
“They were two distinct businesses,” longtime cable analyst Craig Moffett wrote in a Monday note to investors. “Having them under the same roof didn’t make either better.”
Consumers shifted to streaming, and Comcast’s attempt to build a top-tier digital service, Peacock, has fallen well short of its goal. Peacock lags behind rivals despite billions of dollars in investment from Comcast.
The concept of unwinding its NBCUniversal operation began in earnest in the fall, when Comcast joined the bidding for Warner Bros. Discovery. Comcast executives knew they could ill afford to spend billions to buy a rival; Wall Street would have pummeled the company.
So Comcast offered to spin off NBCUniversal and pair it with Warner Bros., turning two original Hollywood studios into a new media colossus.
But 43-year-old billionaire David Ellison prevailed in the bidding, agreeing to pay $111 billion to capture Warner Bros. Discovery. Losing the auction forced Comcast to find a different path forward.
On a call with investors, Roberts said the separation would bolster the two firms as they navigate increasing competitive challenges while technology companies continue to transform entertainment.
“We asked ourselves three basic questions,” Roberts said. “One, can these businesses stand alone and have the heft to stand alone in separate companies? Two, do they have a clear, viable capital allocation path to invest? And three, is now the right time? And the answer we came back with was yes to all counts.”
A free-standing NBCUniversal, home of the “Minions” and “Jurassic Park” franchises, probably would be an acquisition target, as media companies have been consolidating in an effort to get more content and mass distribution for their streaming services. Ellison’s Paramount is on track to close its Warner Bros. purchase, which would combine such media assets as HBO Max, CBS, CNN, Paramount Pictures and Warner Bros. studios.
With its Sky business, NBCUniversal has a toehold in Britain and Europe at a time when Amazon and Netflix are flexing their global distribution muscles.
Comcast would be positioned to combine with another cable and internet provider, such as Connecticut-based Charter, which owns the Spectrum television service. Charter is in the process of buying the smaller Cox cable service, which also has operations in Southern California.
Comcast is expected to complete the spinoff next year and will retain an 19% stake in the new entity.
The timetable could put NBCUniversal up for grabs by 2028 — when the company is set to broadcast the Summer Olympics, which will be held in Los Angeles.
Comcast acquired NBCUniversal in 2011. The industry-reshaping deal combined the largest distributor of TV channels with a provider of top-rated TV channels and a movie studio. But the streaming revolution has decimated the cable television business. Traditional TV viewing has been in a steady decline over the last decade. NBC has relied heavily on NFL broadcasts, and more recently, NBA and Major League Baseball games to remain relevant.
NBCUniversal has invested heavily in its streaming service, Peacock, but has been unable to reach the scale necessary for profitability. Comcast‘s stock price has struggled as a result.
Roberts, chairman and chief executive of Comcast, will continue to be involved in the leadership of Comcast and NBCUniversal, working in partnership with the CEOs of both companies.
Mike Cavanagh will remain as CEO of NBCUniversal, and Comcast’s former chief financial officer, Michael Angelakis, will return to run Comcast after the spinoff.
“Perhaps the best part of today’s welcome announcement … is that Mike Angelakis is coming back,” Moffett, the analyst, wrote. “He will now helm the cable business, [which] is unequivocally good news. With Mike Angelakis’s return, Comcast has come full circle.”
Moffett added that, despite Monday’s announcement, the 2011 combination was not a complete bust.
“The deal to acquire NBCU from GE was financially brilliant,” he said. “It was structured so that Comcast paid for just half of the acquisition and then let NBCU’s own cash flow pay for the rest.”
Over the years, Comcast has raked in billions in profit from its media holdings.
Comcast executives on the analyst call played down the notion that the two companies were being positioned for another deal.
“Absolutely not,” Roberts said. “This is the right move to put each company in the strongest position to create value, fully monetize its assets and aggressively pursue its own organic growth strategies.”
Cavanaugh, who has been running the combined company for three years, sounded more like a buyer than a seller.
“Our plan for NBCUniversal and Sky is to build and invest for growth,” he said. “We have the freedom now to explore adjacent businesses where we have the right to play, and that’s thanks to the stability of our company and management team.”
The spinoff announcement comes a week after Fox Corp. announced its deal to purchase the streaming platform Roku for $22 billion. The deal is aimed at ensuring that Fox has a means to get its portfolio of sports, news and entertainment channels into viewers’ homes as the traditional pay-TV business continues to erode.
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