Exxon Mobil Corp.'s board of directors amended corporation bylaws to implement a proxy-access provision, allowing a shareholder or group of shareholders owning 3% or more of common stock to nominate some board members, according to an 8-K statement filed with the Securities and Exchange Commission Tuesday.
According to the bylaw change approved by the board on Oct. 26, a single shareholder or group of up to 20 shareholders owning 3% or more of company common stock continuously for three or more years would have certain nominating rights, the statement said.
These eligible shareholders could “nominate and include in the corporation's proxy materials director nominees constituting up to the greater of 20% of the board or two individuals,” the 8-K said. The nominees must meet board qualifications established by the bylaws, which are available on the SEC's website.
“By enacting proxy access and giving investors a meaningful voice in board elections, Exxon has taken a significant step to empower shareowners,” said Scott Stringer, the New York City comptroller, in a news release Wednesday. Mr. Stringer is the fiduciary for the $163.1 billion New York City Retirement Systems.
Exxon Mobil was one of the companies identified by Mr. Stringer in his boardroom accountability project, launched in 2014, to encourage greater diversity on corporate boards. In May, 61.9% of Exxon Mobil shareholders approved a proxy-access resolution offered by the New York City Retirement Systems.