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 Resort President Thomas Mazloum named parks chief
Disneyland Resort President Thomas Mazloum has been named chairman of Walt Disney Co.’s experiences division, the company said Tuesday.
Mazloum succeeds soon-to-be Disney Chief Executive Josh D’Amaro as the head of the Mouse House’s vital parks portfolio, which has become the economic engine for the Burbank media and entertainment giant. His purview includes Disney’s theme parks, famed Imagineering division, merchandise, cruise line, as well as the Aulani resort and spa in Hawaii.
Jill Estorino will become the head of Disneyland Resort in Anaheim. She previously served as president and managing director of Disney Parks International and oversaw the company’s theme parks and resorts in Europe and Asia.
Estorino and Mazloum will assume their new roles on March 18, the same day as D’Amaro and incoming Disney President and Chief Creative Officer Dana Walden.
“Thomas Mazloum is an exceptional leader with a genuine appreciation for our cast members and a proven track record of delivering growth,” D’Amaro said in a statement. “His focus on service excellence, broad international leadership and strong connection to the creativity that brings our stories to life make him the right leader to guide Disney Experiences into its next chapter.”
Mazloum had been about a year into his tenure at Disneyland. Before that, he was head of Disney Signature Experiences, which includes the cruise line. He was trained in hospitality in Europe.
In his time at Disneyland, Mazloum oversaw the park’s 70th anniversary celebration and recently pledged to eliminate time limitations for park-hopping, which are designed to manage foot traffic at Disneyland and California Adventure.
Mazloum will now oversee a 10-year, $60-billion investment plan for Disney’s overall experiences business, which includes new themed lands in Disneyland Resort and Walt Disney World. At Disneyland, that expansion could result in at least $1.9 billion of development.
The size of that investment indicates how important the parks are to Disney’s bottom line. Last year, the experiences business brought in nearly 57% of the company’s operating income. Maintaining that momentum, as well as fending off competitors such as Universal Studios, is key to Disney’s continued growth.
In his new role, Mazloum will have to keep an eye on “international visitation headwinds” at its U.S.-based parks, which the company has said probably will factor into its earnings for its fiscal second quarter. At Disneyland Resort, that dip was mitigated by the park’s high percentage of California-based visitors.
Times staff writer Todd Martens contributed to this report.
Business
What soaring gas prices mean for California’s EV market
It has been a bumpy road for the electric vehicle market as declining federal support and plateauing public interest have eaten away at sales.
But EV sellers could soon receive a boost from an unexpected source: The war in Iran is pushing up gas prices.
As Americans look to save money at the pump, more will consider switching to an electric or hybrid vehicle. Average gas prices in the U.S. have risen nearly 17% since Feb. 28 to reach $3.48 per gallon. In California, the average is $5.20 per gallon.
Electric vehicles are pricier than gasoline-powered cars and charging them isn’t cheap with current electricity prices, but sky-high gas prices can tip the scales for consumers deciding which kind of vehicle to buy next.
“We probably will see an uptick in EV adoption and particularly hybrid adoption” if gas prices stay high, said Sam Abuelsamid, an auto analyst at Telemetry Agency. “The last time we had oil prices top $100 per barrel was early 2022 and that’s when we saw EV sales really start to pick up in the U.S.”
In a 2022 AAA survey, 77% of respondents said saving money on gas was their primary motivator for purchasing an electric vehicle. That year, 25% of survey respondents said they were likely or very likely to purchase an EV.
As oil prices cooled, the number fell to16% in 2025.
In California, annual sales of new light-duty zero-emission vehicles jumped 43% in 2022, according to the state’s Energy Commission. The market share of zero-emission vehicles among all light-duty vehicles sold rose from 12% in 2021 to 19% in 2022.
“Prior to 2022, we didn’t really have EVs available when we had oil price shocks,” Abuelsamid said. “But every time we did, it coincided with a move toward more fuel-efficient vehicles.”
Dealers are anticipating a windfall.
Brian Maas, president of the California New Car Dealers Assn., predicted enthusiasm for EVs will rebound across California if oil prices don’t come down.
“If prior gasoline price spikes are any indication, you tend to see interest in more fuel-efficient vehicles,” he said.
Rising gas prices could be a lifeline for EV makers at a time when federal support for green cars has been declining.
Under President Trump, a federal $7,500 tax incentive for new electric vehicles was eliminated in September, along with a $4,000 incentive for used electric vehicles.
In California, the zero-emission vehicle share of the total new-vehicle market was 22% through the first 10 months of 2025, then dropped sharply to 12% in the last two months of the year, according to the California Auto Outlook.
Meanwhile Tesla, the most popular EV brand in the country, has grappled with an implosion of its reputation with some consumers after its chief executive, Elon Musk, became one of Trump’s most vocal supporters and helped run the controversial Department of Government Efficiency.
Over the last several months, Ford, General Motors and Stellantis have pared back EV ambitions.
Other automakers, including Nissan, announced plans to stop producing their more affordable electric models.
The Trump administration has moved to roll back federal fuel economy standards and revoked California’s permission to implement a ban on new gas-powered car sales by 2035.
David Reichmuth, a researcher with the Clean Transportation program in the Union of Concerned Scientists, said the shift in production plans will affect EV availability, even if demand surges.
That could keep people from switching to cleaner vehicles regardless of higher gas prices.
“This is a transition that we need to make for both public health and to try to slow the damage from global warming, whether or not the price of gasoline is $3 or $5 or $6 a gallon,” he said.
According to Cox Automotive, new EV sales nationally were down 41% in November from a year earlier. Used EV sales were down 14% year over year that month.
To be sure, oil prices can fluctuate wildly in times of uncertainty. It will take time for consumers to decide on new purchases.
Brian Kim, who manages used car sales at Ford of Downtown LA, said he has yet to see a jump in the number of people interested in EVs, hybrids or more fuel-efficient gas-powered engines.
Still, if the price at the pump stays stuck above its current level, it could happen soon.
“Once the gas prices hit six [dollars per gallon] or more and people feel it in their pocket, maybe things will start to change,” he said.
Business
Nearly 60 gigawatts of U.S. clean power stalled, trade group finds
A total of 59 gigawatts of U.S. clean energy projects are facing delays at a time when demand for power from AI data centers is surging, according to a trade group study.
Developers are seeing an average delay of 19 months over issues such as long interconnection times, supply constraints and regulatory barriers, the American Clean Power Assn. said in a quarterly market report.
The backlog is happening despite the growing need for power on grids that are being taxed by energy-hungry data centers and increased manufacturing. The Trump administration has implemented a slew of policies to slow the build-out of solar and wind projects, including delaying approvals on federal lands.
The potential energy generation facing delays is the equivalent of 59 traditional nuclear reactors, enough to power more than 44 million homes simultaneously.
“Current policy instability is beginning to impact investor confidence and negatively impact project timelines at a time when demand is surging,” American Clean Power Chief Policy Officer JC Sandberg said in a statement.
Despite the hurdles, developers were able to bring more than 50 gigawatts of wind, solar and batteries online in 2025, accounting for more than 90% of all new power capacity in the U.S., the report found. Clean power purchase agreements declined 36% in 2025 compared with 2024, signaling that the build-out of clean power in the U.S. could be lower in the 2028 to 2030 time period, according to the report.
Chediak writes for Bloomberg.
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