S8 Ep962: (5) Michael Toth examines Exxon Mobil's relocation to Texas, which was opposed by proxy firms ISS and Glass Lewis. Toth argues these advisory firms prioritize ideological ESG agendas over actual shareholder value and lack transparency regarding their moti
ExxonMobil's decision to relocate from New Jersey to Texas—after 150 years—was approved by 71% of shareholders, yet faced fierce opposition from major proxy advisory firms ISS and Glass-Lewis. Michael Toth, head of research at the Civitas Institute, argues these firms are not serving shareholder value but advancing ideological ESG agendas, particularly against Texas. The firms failed to disclose they were under legal challenge in Texas, where a new law prohibits proxy advisors from basing recommendations on non-financial, ideological factors. Despite Texas offering lower taxes, regulatory flexibility, and pro-business policies, ISS and Glass-Lewis continue to oppose all Texas reincorporations. Toth highlights the irony: these same firms once criticized Elon Musk’s pay package based on a nine-share lawsuit, yet now block a move that clearly benefits Exxon. The episode reveals a systemic failure in corporate governance, where advisory firms prioritize political ideology over economic logic, and passive investors like BlackRock and Vanguard appear to have quietly aligned with the move—suggesting ESG may be losing its grip on investment decisions. The real story isn’t just about Exxon’s relocation—it’s about the erosion of transparency and accountability in proxy advisory systems. With 22% of Exxon’s shares held by passive funds, their silent support likely tipped the vote. Yet ISS and Glass-Lewis, despite their massive influence, remain out of step with market realities.
ISS and Glass-Lewis opposed Exxon’s Texas move despite overwhelming shareholder approval, revealing a systemic bias against Texas based on ideology, not economics.
Texas passed a law requiring proxy advisors to base recommendations on shareholder value, not non-financial factors—yet ISS and Glass-Lewis failed to disclose their ongoing litigation with the state.
Passive investors like BlackRock, Vanguard, and State Street collectively own 22% of Exxon’s shares; their silent support likely enabled the 71% vote in favor of relocation.
The proxy advisory firms’ opposition to Texas reincorporations is consistent across industries and company sizes, indicating a targeted ideological stance, not a financial rationale.
The firms’ past actions—like blocking Elon Musk’s pay package over a nine-share lawsuit—highlight their disproportionate influence and lack of alignment with shareholder interests.
…and 3 more takeaways available in PodZeus
Exxon’s Relocation to Texas: A 71% Shareholder Victory
“Exxon has voted 71, more than 71% of the shareholders to move after 150 years in New Jersey to Texas.”
The Proxy Advisory Firms: ISS and Glass-Lewis Under Scrutiny
“Their opposition to companies like Exxon moving to Texas is worse than a scandal. It's a blunder.”
The Texas Law That Changed the Game
“The state of Texas passed a law essentially applying to companies like ISS and Glass-Lews saying that they could not make investment advice based on non-financial factors, like their own ideological views on X, Y, and Z.”
The Hidden Conflict: Lack of Transparency
Exxon exposed that ISS and Glass-Lewis didn’t disclose their ongoing legal battle with Texas, undermining their credibility as impartial advisors.
The Rise of Passive Investors and the ESG Shift
Passive investors like BlackRock, Vanguard, and State Street own 22% of Exxon’s shares. Their silent support suggests a shift away from ESG ideology, even as ISS and Glass-Lewis remain ideologically opposed.
“Their opposition to companies like Exxon moving to Texas is worse than a scandal. It's a blunder.”
“These are organizations that have a history of breaking publicly traded U .S. companies over the coals for, quote, lack of transparency. Well, how transparent are they if they're not pointing out the fact that they're in ongoing litigation with the state of Texas while they're recommending against companies moving to Texas?”
“Well, the vote was 71 to 29. We don't know just yet how... the passive investors voted because that's not public information just yet. However, given the margin, it strongly suggests that Exxon was able to get these passive investors What about ESG?”
Host
Guest
ExxonMobil
organization
Texas
place
ISS
organization
Glass-Lewis
organization
Michael Toth
person
John Batchelor
person
BlackRock
organization
Vanguard
organization
Elon Musk
person
Delaware
place
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