On May 15, 2026, Exxon Mobil Corporation announced that ISS based its recommendation regarding Company?s Texas Redomiciliation Proposal on flawed analysis, speculation and immaterial factors, and ExxonMobil believes ISS developed flimsy rational to support a predetermined conclusion while failing to disclose an obvious conflict of interest related to its litigation with the Texas Attorney General. In addition, the Company stated that ISS mischaracterizes differences in legal structure as reduced protections, whereas Texas? business judgement rule provides clarity and predictability without diminishing core shareholder protections, and ExxonMobil rejects ISS?
speculative claims of degrading shareholder rights, noting continuity with New Jersey governance, comparable director and officer liabilities, and errors in ISS? portrayal of records access and legal standards. Further, the Company also argues the exclusive forum provision improves efficiency without limiting shareholder recourse, and regarding the retail voting program, ISS again relies on flawed analysis, raises potential conflicts of interest, incorrectly labels increased retail participation as entrenchment, misanalyzes the program as neutral rather than an advocacy platform, and provides unsupported criticism on costs.
Furthermore, the Company concludes ISS? recommendations rely on hypothetical scenarios, misinterpret legal constraints, contain inconsistencies, and incorporate external advocacy positions, and encourages shareholders to evaluate the proposals based on continuity in protections and long-term value.
