[Image alt text: As You Sow® banner with logo, image of mountains and a lake, and text saying: The nation’s leading nonprofit shareholder representative, with a 30+ year track record of changing corporations for good] < [link removed] > Dear John,

We wanted you to be the first to hear about a major step we just took to protect shareholder rights:

Today, As You Sow formally called on the Securities and Exchange Commission < [link removed] > to rescind its approval of ExxonMobil’s so-called “Retail Voting Program,” a scheme that we believe flatly violates federal securities laws and threatens the rights of millions of everyday investors.

In its press release < [link removed] > Exxon cites our As You Vote proxy voting guidelines < [link removed] > to rationalize a raw power grab designed to collect standing proxies from retail shareholders — essentially blindly locking in their votes for management, indefinitely. SEC rules are clear: proxies must be tied to a particular meeting and informed by current disclosures.

As an opinion piece in the WSJ Your Vote Doesn’t Count at ExxonMobil < [link removed] > stated, “Exxon’s program does nothing more than establish a perpetual advantage for incumbent leadership. Rather than get out the vote, Exxon wants to lock it up.”

This is not a technical footnote. By stripping shareholders of their ability to make timely, informed voting decisions, Exxon undermines the very foundation of shareholder democracy. It hands management an unfair and permanent advantage, while disenfranchising the very investors whose capital sustains the company.

“This program is a direct attack on shareholder rights,” said Danielle Fugere, President and Chief Counsel of As You Sow. “It attempts to game the system by locking in votes for management. It is well known that once a person opts into a program they rarely opt out due to inertia. The SEC should not allow Exxon to dismantle the fundamental rules designed to protect investors and ensure accountability.”

Important corporate decisions, including who is on the board, often hinge on single-digit vote differentials. Forty percent of Exxon’s shares are held by retail investors — 75% currently do not vote. Allowing this program to proceed would give a critical advantage to company management.

That is why As You Sow is taking action. We have asked the SEC to reverse its no-action relief and make clear that Exxon cannot sidestep the law to silence retail investors.

Shareholder participation and accountability are more critical now than ever and the need to protect investor rights has never been more urgent.

When corporations lock up shareholder votes in advance, they are not just blocking oversight — they are locking out the American investor.

We will not stop pushing back against Exxon’s unlawful overreach. We will continue to use every tool available to defend investor rights, preserve shareholder democracy, and uphold the rule of law in our markets.

Best, [Image alt text: Photo of Andrew Behar] [Image alt text: Signature of Andrew Behar] Andrew Behar, CEO

P.S. Read our op-ed about this issue < [link removed] >

P.P.S. Read our press release as well < [link removed] >

Donate < [link removed] >

As You Sow < [link removed] > is the nation’s leading shareholder representative, with a 30+ year track record promoting environmental and social corporate responsibility and advancing values-aligned investing. Its issue areas include climate change, ocean plastics, toxins in the food system, biodiversity loss, racial injustice, and lack of workplace diversity. See As You Sow’s shareholder resolution tracker < [link removed] > . < [link removed] > < [link removed] >

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