The SEC's Division of Corporate Finance has granted ExxonMobil's no-action request to enable automatic voting for its retail investors.
On September 15, 2025, the Securities and Exchange Commission's ("SEC") Division of Corporate Finance granted ExxonMobil's no-action request to establish a new retail shareholder voting program (the "Retail Voting Program") that will allow shareholders to provide a standing voting instruction that directs ExxonMobil to vote their shares in line with the board of directors' recommendations on an ongoing basis.
ExxonMobil's Retail Voting Program is designed to increase retail shareholder participation in the proxy voting process. ExxonMobil reports that 75% of shares held by their retail investors were not voted at their last annual meeting, despite retail investors holding nearly 40% of their shares.
How Does it Work?
Retail shareholders will receive an invitation to "opt in" to the Retail Voting Program. Participation will be voluntary and available at no cost to all retail investors, including registered shareholders and beneficial owners holding through banks, brokers, or plan administrators. Participants can apply their standing instruction to: (i) all matters that come to a vote; or (ii) all matters except contested director elections or mergers, acquisitions, or divestitures that require shareholder approval.
Shareholders will be able to opt out of the Retail Voting Program, or override their standing instruction, at any time and at no cost to the shareholder. Votes cast pursuant to the Retail Voting Program will be submitted after the definitive proxy statement is filed and shareholders can override their standing instruction by voting using the proxy materials provided for the upcoming meeting.
Enrolled shareholders will receive an annual off-season reminder of their enrollment and rights, as well as an additional reminder before meetings involving contested director elections or specified transactions if they select the "all matters" option.
Significance and Potential Implications
The no-action relief granted by the SEC Staff is significant because Rules 14a-4(d)(2) and 14a-4(d)(3) generally prohibit proxies that confer authority for more than one meeting. The SEC Staff particularly noted in its relief that participants would receive annual reminders, could opt-out of the program or override their standing voting instruction, and would continue to receive all proxy materials.
Companies with significant retail investor bases may benefit from establishing similar programs to engage retail shareholders and increase participation at shareholder meetings, which could both help companies meet quorum requirements and reduce solicitation costs. Companies can also consider how they may be able to incorporate the voting program into their equity compensation awards and employee benefit plans.
Companies that would like to consider establishing a similar program in advance of the 2026 proxy season should prioritize working with their transfer agent and vote processing agent so that shareholders can be given adequate time to opt in to the program before the next annual meeting.
