Is Automatic Stockholder Voting Undemocratic? The Case of ExxonMobil (International Financial Law Review)

In a recent International Financial Law Review article, Goodwin’s David Bernstein explains that, on September 15, 2025, the U.S. Securities and Exchange Commission said it would not raise an objection if ExxonMobil offered its stockholders what Exxon called a retail voting program. Under the program, shares owned by a participating shareholder would automatically be voted in accordance with the board’s recommendations unless the shareholder withdrew from the program or submitted a different vote regarding a particular matter. Because a large majority of noninstitutional shareholders (often referred to as retail investors) of publicly traded companies do not vote on matters presented to shareholders, this program is likely to result in a substantial number of votes automatically being cast in accordance with the board’s recommendations. According to Exxon, nearly 40% of its outstanding shares were held by retail investors, yet only a quarter of these shares were voted.

Read the full analysis: “Is Automatic Stockholder Voting Undemocratic? The Case of ExxonMobil” (International Financial Law Review)

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