Applying A Retail Voting Program in Practice

On September 15, 2025, the Office of Mergers and Acquisitions of the SEC’s Division of Corporation Finance permitted a novel approach to increase retail shareholder voting when it granted a no action letter request from Exxon Mobil Corporation.

Specifically, the SEC was asked to consider whether a proposed retail voting program was  compliant with Rules 14a-4(d)(2) and 14a-4(d)(3) (the “No-Action Letter”). In the No-Action Letter, ExxonMobil sought confirmation that the SEC would not recommend enforcement action if it implemented a retail voting program allowing retail shareholders to provide standing instructions for their shares to be voted automatically in line with the board of director’s recommendations at each shareholder meeting.

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