The Wall Street Journal Publishes Andrew Freedman’s Op-Ed on Exxon’s Retail Voting Program

Andrew Freedman, Olshan Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice, authored an op-ed published in The Wall Street Journal titled "Your Vote Doesn’t Count at ExxonMobil." In the op-ed, Andy questions ExxonMobil’s proposed “Retail Voting Program,” which automatically and indefinitely authorizes the company to vote retail investors’ shares in line with the board’s preferences. “Rather than get out the vote, Exxon wants to lock it up,” he writes. “Retail investors who enroll in this program won’t be empowered to engage with Exxon’s corporate governance any more than they already do, and their supposedly greater participation would merely hand their votes off to management.” Andy points out that Exxon’s program creates several problems for retail investors, including the lack of option to vote against the board’s preferences, its implication for future matters such as director elections, merger votes and votes on CEO compensation, and the fact that it remains in effect indefinitely unless a shareholder opts out. Drawing on more than two decades of advising investors in proxy campaigns, Andy cautions that such programs entrench management and decrease accountability by noting “That’s a path to inferior corporate performance and lower returns for all shareholders.” Instead, he calls for initiatives that empower retail investors by helping them make informed decisions and honoring their freedom to vote.