Exclusive-New York state pension fund backs activist nominees in Exxon proxy fight

HOUSTON (Reuters) -New York state’s pension fund on Friday threw its support behind an activist fund’s slate of nominees to Exxon Mobil Corp’s board, heating up a proxy fight for the company’s future.

FILE PHOTO: An Exxon sign is seen at a gas station in the Chicago suburb of Norridge, Illinois, U.S., October 27, 2016. REUTERS/Jim Young

The biggest U.S. oil producer Exxon and activist hedge fund Engine No. 1 are battling over board seats following Exxon’s historic net annual loss of $22.4 billion for 2020. The fund has criticized the producer for “significant underperformance” and a lagging approach to cleaner fuels.

The Exxon board “needs an overhaul,” to better manage climate risks and guide the company to a low carbon future, said N.Y. State Comptroller Thomas DiNapoli. Engine No. 1’s four director nominees “bring transformative industry experience,” he said.

The activist fund nominees include Gregory Goff and Anders Runevad, former chief executives of oil refiner Andeavor and wind-turbine manufacturer Vestas Wind Systems, respectively; Kaisa Hietala, former head of renewable fuels at Finish refiner Neste; and former U.S. Assistant Secretary of Energy for efficiency and renewable energy, Alexander Karsner.

New York state pension funds overseen by DiNapoli will vote in favor of Exxon board members Ken Frazer and Ursula Burns. It will also vote in favor of two of three board members Exxon has added in recent months, activist investor Jeffrey Ubben and former Comcast executive Michael Angelakis, but will withhold votes on the remaining directors, it said.

Earlier this year, Exxon also named Tan Sri Wan Zulkiflee Wan Ariffin, a former CEO of Malaysian state energy firm Petronas, to the board.

The funds hold 8.14 million shares of Exxon, according to Refinitiv. The fund has previously led shareholder proposals calling on Exxon to detail on its business could be affected by climate change. It also has supported proposals to split the CEO and chairman’s roles at the oil producer.

The fight for board seats is costing Exxon at least $35 million more than its typical proxy solicitation costs, with the largest U.S. oil producer marshalling executives, TV appearances, social media and websites to rebut the challenge, according to regulatory filings.

Engine No. 1 has a $30 million budget for the fight, according to regulatory filings.

Exxon is also urging shareholders to reject proposals to split its chairman and CEO roles, and block climate-related reports sought by other groups.

To blunt investor criticism, in recent months it has expanded its board, pledged to increase low-carbon initiatives, improved climate disclosures and said it would lower the intensity of its oilfield greenhouse gas emissions.

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