Tillerson Holds Onto Both Top Roles at Exxon Mobil

Resolution to establish an independent chairman fails to gain a majority 

By Dennis Schaal

Exxon Mobil shareholders rejected a resolution, opposed by the company, that would have split the CEO and chairman roles, both held by Rex Tillerson, according to published reports.

The resolution, backed by more than a dozen members of the Rockefeller family and some institutional investors, garnered 39.5 percent of the vote, similar to the 40 percent a similar resolution attracted last year. John D. Rockefeller founded Standard Oil, the predecessor company.

The resolutions’ backers criticized the company for downplaying the need to develop alternative fuels and argued that bringing in an independent chairman would provide better oversight of the CEO.

Exxon Mobil management successfully countered that there is no one-size-fits-all answer for proper corporate governance.

Peter O'Neill and Neva Rockefeller Goodwin, two backers of the resolution, issued the following joint statement, May 28:

"Our goal from the outset of this effort was to get shareholders more engaged with ExxonMobil management and vice versa. In view of the unprecedented outreach effort mounted by ExxonMobil to solicit votes from institutional and retail investors, we have succeeded in doing that in a way that appears to herald the long-overdue beginning of two-way communications between our company and its owners. While it is ironic that this is what it took for ExxonMobil to start interacting with shareholders, it is at least the beginning of a dialogue--and that is what we were seeking.

"We want to once again stress that our independent chairman proposal was not a rebuke to the company’s current CEO, Rex Tillerson. Indeed, a majority of our family believe that he is doing an outstanding job as CEO. Nevertheless, we continue to believe that our proposal is needed to enable the chairman and the board of ExxonMobil to objectively analyze the company’s long-term challenges and opportunities and to look deeply into its strategic direction.

"Today’s vote makes it clear that ExxonMobil must respect the views of the shareholders and take account of the changing world outside the doors of its executive suite. We are pleased to have played a role in sending a wake-up call to ExxonMobil’s management and its board of directors. This is a major achievement in our book. We believe that the days are now past when ExxonMobil and its board can continue to operate in an insular fashion."