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- Texas Redomiciliation Opposition At 28.8% (new) — Nearly one-third of voting shareholders opposed the state change, indicating significant concern over potential governance or legal implications of the move from New Jersey to Texas.
ExxonMobil shareholders approve Texas redomiciliation, elect all 12 directors
Filed May 29, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
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high
Shareholders approved redomiciliation to Texas with 71.2% support (2.2B for vs 897M against), representing 53.5% of outstanding shares; 28.8% opposition signals meaningful shareholder concern over the governance change.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
All 12 director nominees elected with support ranging from 96.2% to 98.7% of votes cast; 87.8% of outstanding shares (3.6B of 4.1B) represented at the meeting.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay approved with 92.9% support (2.9B for vs 223M against), representing 70.1% of outstanding shares; 480M broker non-votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Independent auditors ratified with 96.4% support (3.5B for vs 131M against), representing 84.3% of outstanding shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Shareholders defeated proposals for independent board chair (15.2% support) and changes to retail voting program (23.5% support).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
ExxonMobil's annual meeting produced a mixed governance signal. The headline result was shareholder approval of the company's redomiciliation to Texas, which passed with 71.2% of votes cast but drew 28.8% opposition—a meaningful level of dissent that suggests nearly one-third of voting shareholders harbor concerns about the governance or legal implications of leaving New Jersey incorporation.
The vote represented 53.5% of all outstanding shares in favor, with nearly 494 million broker non-votes. Routine governance matters proceeded smoothly. All twelve director nominees won election with support between 96.2% and 98.7%, say-on-pay passed with 92.9% approval, and the auditor ratification received 96.4% support.
Shareholder proposals for an independent chair and retail voting program changes were decisively defeated. The 87.8% quorum (3.6 billion of 4.1 billion shares) reflects strong shareholder engagement. The redomiciliation opposition warrants attention as the company executes the state change.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Shareholders elected all 12 director nominees, approved 3 proposals, defeated 2 proposals.
Added in current filing · verify on EDGAR →
Proposal 2 – Ratification of Independent Auditors: Votes Cast For:3,493,776,585 96.4 % | Votes Cast Against:130,902,587 3.6 % | Abstentions:12,204,753 | Broker Non-Votes:0
Proposal 2 (Ratification of Independent Auditors) was approved: 3,493,776,585 for (96.4%) versus 130,902,587 against (3.6%) — 84.3% of the 4,144,455,560 shares outstanding voted in favor. Abstentions 12,204,753; broker non-votes 0.
Added in current filing · verify on EDGAR →
Proposal 3 – Advisory Vote to Approve Executive Compensation: Votes Cast For:2,906,869,914 92.9 % | Votes Cast Against:222,967,504 7.1 % | Abstentions:27,391,137 | Broker Non-Votes:479,646,841
Proposal 3 (Advisory Vote to Approve Executive Compensation) was approved: 2,906,869,914 for (92.9%) versus 222,967,504 against (7.1%) — 70.1% of the 4,144,455,560 shares outstanding voted in favor. Abstentions 27,391,137; broker non-votes 479,646,841.
Added in current filing · verify on EDGAR →
Proposal 4 – Texas Redomiciliation: | Votes Cast For:2,216,403,048 71.2 % | Votes Cast Against:896,852,562 28.8 % | Abstentions:30,111,060 | Broker Non-Votes:493,518,532
Proposal 4 (Texas Redomiciliation) was approved: 2,216,403,048 for (71.2%) versus 896,852,562 against (28.8%) — 53.5% of the 4,144,455,560 shares outstanding voted in favor. Abstentions 30,111,060; broker non-votes 493,518,532.
Added in current filing · verify on EDGAR →
Proposal 5 – Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000: Votes Cast For:475,238,535 15.2 % | Votes Cast Against:2,644,936,703 84.8 % | Abstentions:37,017,564 | Broker Non-Votes:479,646,841
Proposal 5 (Independent Chair) was defeated: 475,238,535 for (15.2%) versus 2,644,936,703 against (84.8%) — 11.5% of the 4,144,455,560 shares outstanding voted in favor. Abstentions 37,017,564; broker non-votes 479,646,841.
Added in current filing · verify on EDGAR →
Proposal 6 – Proposal requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations: Votes Cast For:709,666,879 23.5 % | Votes Cast Against:2,304,505,127 76.5 % | Abstentions:143,045,579 | Broker Non-Votes:479,646,841 | 3
Proposal 6 (Proposal requesting Company to modify its Voluntary Retail Voting Program to pro) was defeated: 709,666,879 for (23.5%) versus 2,304,505,127 against (76.5%) — 17.1% of the 4,144,455,560 shares outstanding voted in favor. Abstentions 143,045,579; broker non-votes 479,646,841.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 3, 2026 · How we verify