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Governance

Exxon shareholders approve pay package despite pension fund opposition

Proposals for independent chair, lobbying disclosure and board diversity report were defeated

A majority of Exxon Mobil Corp. shareholders voted in favor of the company's executive compensation package Wednesday, despite opposition from several large pension funds, the oil and gas company confirmed in a news release.

An Exxon spokesman said the pay package passed with 73% approval. He declined to comment further.

The $352.8 billion California Public Employees' Retirement System, Sacramento; $224.8 billion California State Teachers' Retirement System, West Sacramento; $146 billion Texas Teacher Retirement System, Austin; C$356.1 billion ($273.7 billion) Canada Pension Plan Investment Board, Toronto; and the $204.9 billion Florida State Board of Administration, Tallahassee, all voted against the pay package, according to their proxy-voting disclosures.

Additionally, all five entities voted in favor of shareholder proposals calling for an independent board chair and a lobbying disclosure report. CalPERS, CalSTRS, the CPPIB and the FSBA also voted in favor of a proposal filed by the $194 billion New York City Retirement Systems, which called for Exxon's board to provide information on directors' skills, ethnicity and gender. Ultimately, the three proposals were rejected by a majority of shareholders. Exact vote tallies were not immediately available.

In its 2018 proxy statement, Exxon reported total compensation for chairman and CEO Darren W. Woods at $17.5 million in 2017, up from $16.9 million in 2016. Total compensation for the four other named executives ranged from $7.9 million to $11.3 million last year.

In a May report, proxy-voting advisory firm Institutional Shareholder Services recommended that shareholders vote against the executive pay package and vote in favor of the independent board chair and lobbying disclosure proposal.

While the company "was sufficiently responsive to last year's low say-on-pay vote (a support level of 68.5%), there are continuing concerns," ISS said in its report. For instance, "the annual incentive program does not require growth in the earnings metric in order to maintain payouts at the same level as the prior year, and the program lacks a meaningful threshold requirement," ISS said.