Exxon Mobil, 30 Other Companies Face Shareholder Votes on Political Spending
More than 30 companies face similar disclosure resolutions this proxy season, according to a recent article on the Harvard Forum. More than $3.4 billion was spent on federal lobbying in 2018, the article states.
May 07, 2019 at 06:50 PM
4 minute read
Exxon Mobil Corp. faces a May 29 vote on a shareholder resolution demanding more transparency in corporate political spending, especially on trade associations and “dark” money groups.
The resolution would require Exxon to compile and post on its website a semiannual report on its corporate political contributions and expenditures, both direct and indirect. It also would have to post company policies related to political spending. Activists want to know how much Exxon is spending, for example, to fight climate change regulations.
The vote comes after the U.S. Securities and Exchange Commission on April 2 rejected an ExxonMobil effort to block the proposal from Exxon's annual meeting.
In a letter to the SEC, Exxon senior counsel David Kern wrote that the company “believes that the proposal may be properly omitted” from the proxy materials because it “has been substantially implemented” and because it substantially duplicates another proposal submitted to the company.
Timothy Brennan, treasurer and chief financial officer of the resolution's sponsor, Unitarian Universalist Association, countered that Exxon had not already “substantially implemented” the proposal and that it was distinct from another proposal. Exxon has made some moves toward transparency but stopped short of fulfilling the resolution's demands, Brennan argued.
SEC special counsel Courtney Haseley agreed with Brennan and told Kern the company could not exclude the resolution from the vote.
In response to messages seeking comment, an Exxon spokesman referred Corporate Counsel Tuesday to company proxy materials that recommend shareholders vote against the resolution.
The Exxon proxy statement says, “The report requested by the proponent is not necessary. The board fully supports accountability and appropriate transparency and disclosure of lobbying activities and expenditures. As a result, the company makes its positions on key issues, lobbying expenses, and specific issues lobbied available to the public.”
More than 30 companies face similar disclosure resolutions this proxy season, according to a recent article on the Harvard Forum. More than $3.4 billion was spent on federal lobbying in 2018, the article states.
Amid the shareholder pressure, a growing number of companies are simply embracing more disclosure. The most recent CPA-Zicklin Index shows the number of core S&P 500 companies with a detailed policy governing political expenditures from corporate funds had increased to 267 last year, up from 261 in 2017 and 225 in 2015.
The index, the only benchmark of its kind, is produced annually by the nonprofit Center for Political Accountability and the Zicklin Center for Business Ethics Research at the Wharton School of the University of Pennsylvania.
One company that expects to rise at or near the top of the index rankings this year is Dallas-based AT&T Inc. For the first time last December AT&T disclosed millions of dollars of contributions following shareholder outrage over its public relations nightmare with political consultant Michael Cohen.
It was revealed that AT&T paid Cohen $600,000 ostensibly to advise it on its merger with Time Warner. In reality there was no advice, and the money was funneled into a shell company and used to pay hush money on behalf of President Donald Trump to porn actress Stormy Daniels to keep her quiet about an alleged affair with Trump. Cohen has been convicted of various crimes, including violating campaign finance law.
When the Cohen story broke last May, AT&T sent Bob Quinn, its senior executive vice president of external and legislative affairs, into retirement. The company moved its government affairs duties to general counsel David McAtee, who joined AT&T in 2015.
The company quickly decided to become more transparent about its political spending, and consulted the Zicklin Center on how to achieve that. AT&T published its first political engagement report under McAtee last December, and promises to update the report every six months.
The report shows one federal employee political action committee, which lists individuals who contribute and the amount, along with the same information on a number of state employee PACs. Asked for details, McAtee cited the report and the company's website.
The GC told Corporate Counsel, “In our political spending disclosures, our objective is best-in-class transparency, and we look forward to continued leadership in this area.”
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