SMU Corporate Governance Initiative
Reincorporation Tracker — companion paper
Companion paper · XOM · NJ → TX redomiciliation · vote scheduled May 27, 2026

Read the fine print

What ExxonMobil's proxy actually says about Texas redomiciliation — and what the announcement-window market told us.

XOM
NYSE — Energy
CIK 0000034088
$620 billion
Market cap
as of March 10, 2026
NJ → TX
Redomiciliation
announced March 10, 2026
May 27, 2026
Annual meeting
status: scheduled
-2.19%
Headline day-0 abnormal return
oil-augmented · Patell p = 0.049
Section I

The article

ExxonMobil announced on March 10, 2026 that it would seek shareholder approval to reincorporate from New Jersey to Texas. The proposal goes to a vote at the company's annual meeting on May 27, 2026. Critics framed the move as an exit from shareholder accountability. The proxy disclosures, the elective-provision menu Texas opens up under SB 29 and SB 1057, and the announcement-window market data each tell a more specific story.

The article asks one question: what does ExxonMobil's DEF 14A actually commit to, and how did the market price it? The answer turns on three statutes (Tex. Bus. Orgs. Code §§21.373, 21.552(a)(3), and 21.419), two verbatim commitments by the company, and a 240-day pre-event estimation window applied across three benchmarks. Every number on this page resolves to a primary source on EDGAR, a state statutory compilation, or a federal court opinion.

What the proxy actually says

"The Company is not adopting any elective provisions of the Texas corporate statute that weaken shareholder rights as compared to New Jersey law in connection with the Texas Redomiciliation."

Master commitment — no elective provisions that weaken shareholder rights
DEF 14A at p. 77 accession 0001193125-26-147614

"no provision of the New Jersey Business Corporation Act limits a corporation's ability to adopt eligibility and procedural restrictions on shareholder proposals."

NJ baseline — same eligibility/procedural-restriction authority already exists under NJ law
DEF 14A at p. 78 accession 0001193125-26-147614

What the company is not adopting

The DEF 14A commits, in writing and subject to Rule 14a-9 antifraud liability, that no elective Texas provision will weaken shareholder rights relative to the New Jersey baseline. The commitment is operative whether or not the company subsequently changes bylaws — a later bylaw amendment that contradicted the commitment would expose the company to securities-law liability for the original proxy.

What the market told us

Across three benchmarks — synthetic control on a 21-donor energy peer pool, matched-pair with Chevron, and an oil-augmented market model — the announcement-window day-0 abnormal return ranges from -0.11% (synthetic control, placebo p = 0.955) to -2.19% (oil-augmented, Patell p = 0.049). The headline negative result attenuates substantially once XOM's correlated oil-price exposure is controlled for through the synthetic-control donor weights; the synthetic-control placebo distribution places ExxonMobil's actual day-0 gap well inside the 21-donor pseudo-treatment envelope (rank-based p = 0.955).

The article version cited in the May 12, 2026 DEFA14A is v17 (April 2026). This page tracks v17 verbatim where the article and the canonical pipeline agree; where they diverge, the canonical pipeline wins and the divergence is noted. See methodology and reconciliation at the bottom of this page.

Section II

The evidence

Seven panels, each rendered from canonical data (v3.60) where possible, and from the article (v17) where not. Source attribution sits below every figure.

Synthetic-control donor weights — two specifications, side by side
Two-panel bar chart comparing 10-donor article weights and 21-donor canonical weights
Left panel — article pre-registered (10-donor restricted simplex). Chevron carries 41.70%, with Diamondback (14.70%) and EOG (13.50%) the next-largest contributors. Day-0 abnormal return = 0.021%. Right panel — v3.60 canonical (21-donor unrestricted simplex). The pipeline solver concentrates weight on Chevron (54.86%) and EOG (19.83%); top-seven donors carry the full 100 %. Day-0 abnormal return = -0.11%. Both specifications return economically zero, statistically null effects within the project's ±0.5 pp reproducibility tolerance. Sources: Article weights and Day-0 AR — Goodwin v17, fn. 27. Canonical weights and Day-0 AR — DExit Central Database v3.60.
Reconciliation: 10-donor article spec vs. 21-donor canonical spec
MetricArticle 10-donorCanonical 21-donor
Donor pool size1021
Top weightChevron 41.70%Chevron 54.86%
Day-0 abnormal return0.021%-0.11%
SourceGoodwin v17, fn. 27DExit Central Database v3.60

Reconciliation. The page now renders BOTH synthetic-control specifications. (1) Article pre-registered 10-firm pool (CVX 41.7%, FANG 14.7%, EOG 13.5%, SLB 7.8%, WMB 5.6%, BKR 4.5%, OXY 3.4%, COP 2.2%, MPC 1.7%, PSX 1.7%; Day-0 AR +0.021%) is the published headline from Goodwin v17, fn. 27. (2) v3.60 canonical 21-donor unrestricted simplex (CVX 54.86%, EOG 19.83%, SLB 9.38%, WMB 8.37%, COP 3.63%, OXY 2.94%, CTRA 0.99%; Day-0 AR -0.11%) is the pipeline output. Both lie within the project's ±0.5 pp tolerance band; both are economically zero and statistically null. The 10-donor specification is the canonical published headline; the 21-donor specification is the canonical pipeline output used as a documented robustness check.

ExxonMobil vs. synthetic control — tracking and post-event divergence
Cumulative returns of XOM vs. synthetic control around announcement
Pre-period R² = 0.77; pre-period RMSPE = 0.75%; post-period RMSPE = 0.66% (ratio = 0.88). Tight pre-period fit, no divergence at the announcement. Schematic chart — RMSPE values canonical (v3.60).
Cumulative gap with placebo envelope
Gap with placebo confidence band
Day-0 gap = -0.11%; rank-based placebo p = 0.955. ExxonMobil's actual gap sits comfortably inside the 21-donor pseudo-treatment envelope. Day-0 point and placebo p canonical (v3.60); envelope schematic.
Bayesian posterior — announcement-window abnormal return
Bayesian posterior density
Posterior mean = 0.02%; 95 % credible interval [-1.48%, 1.53%]. P(effect < −2 %) = 0.004; P(effect < −3 %) = 0.001. Source: Goodwin v17, §4.4 (article-derived; not yet materialized in canonical pipeline).
In-time placebo — 100 pseudo-event-dates
Histogram of pseudo-event ARs
Rank-based p = 0.920; 92 % of pseudo-dates produced absolute ARs larger than the actual announcement. Source: Goodwin v17, §4.5 (article-derived).
ExxonMobil vs. Chevron — 11-day co-movement window
Co-movement window vs CVX
Day-0 raw differential = 0.13%; signs agreed on 10 of 11 days (binomial p = 0.012). The day-0 abnormal return is statistically indistinguishable from CVX (matched-pair p = 0.958). Differentials canonical (v3.60); chart schematic.
Interested-stockholder threshold — NJ baseline vs. DE vs. TX outcome
Threshold comparison chart
NJ triggers at 10 % and imposes a perpetual fair-price condition; DE triggers at 15 %; TX triggers at 20 % with no perpetual fair-price condition. The Texas threshold is the most permissive of the three. Sources: N.J. Stat. Ann. §14A:10A-3(j); Del. Code Ann. tit. 8 §203(c)(5); Tex. Bus. Orgs. Code Ann. §21.602(a)(1).

Extended empirical battery

Three benchmarks · day-0 abnormal return
SpecificationDay-0 ARp-value
Synthetic control (21 donors)-0.11%0.955placebo0.77
Market model (SPY only)-1.55%0.281Patell0.16
Oil-augmented (SPY + WTI)-2.19%0.049Patell0.50
Matched-pair (vs. Chevron)0.04%0.958two-sided
TOST equivalence test — bounds
Equivalence boundp-valueConclusion at α = 0.05
±1.5 percentage points0.044Equivalent
±2 percentage points0.011Equivalent
±3 percentage points< 0.001Equivalent

Source: Goodwin v17, §4.3 (article-derived).

Robustness diagnostics — canonical v3.60
  • Pre-trend slope-1.585 bps/day (p = 0.820)
  • Sign test (XOM vs. CVX)10/11 same direction (p = 0.012)
  • Synthetic-fit Pearson r0.89
  • Synthetic-fit Durbin-Watson1.88
  • Multi-window battery0/18 significant after BH (min p = 0.82)

Coalition arithmetic

5,346
named holders in snapshot
4,264 as of 3/31/2026; balance as of 12/31/2025
23.30%
Big Three combined
Vanguard 10.37%, BlackRock 7.77%, State Street 5.16%
3
individual filers above 3 %
aggregate 23.30% of CSO
30
two-firm pairs > 3 % (ex-Big Three)
FMR LLC + Geode Capital Management, LLC = 4.69%

Sources: Big Three percentages, holder counts, and ex-Big-Three pair from S&P Capital IQ Public Ownership Detailed export (Mixed cutoff (Q1 2026 / Q4 2025); BlackRock and State Street as of 3/31/2026, Vanguard as of 12/31/2025 — Q1 13F-HR not yet filed). Combinatorial counts reproduced against the same workbook per Goodwin, Audit memo #14 (Coalition arithmetic rerun, 2026-05-16), using a 13F-family nonzero-holder methodology (Source ∈ {13F, Aggregated 13F, Exchange Announcement, Multiple}; duplicates consolidated; zero-share holders excluded). On 4,869 unique 13F-family holders (3,135 at or above $1 mm market value, 64.4 %), 14,631 two-firm combinations clear 3 %, 35,672,269 three-firm combinations clear 3 %, and 57,973,531,643 four-firm combinations clear 3 %. Excluding the Big Three entirely, 30 two-firm pairs still clear 3 % (anchor: FMR LLC 2.380% + Geode Capital Management, LLC 2.314% = 4.694%); 148,035 ex-Big-Three triples and 365,062,262 ex-Big-Three quads clear 3 %. These figures supersede the v17 §6 counts (15,207 / 38.5 M / 65.1 B against the 12/31/2025 universe); the substantive thesis is unchanged: a 3 % derivative threshold is reachable by any of thousands of plausible institutional combinations, with or without the Big Three.

Active vs. passive money in the holder file
1,658.0M
active shares
39.77% of CSO
1,148.0M
passive shares
27.68% of CSO
67.93%
total CSO covered by 5,346 named holders
balance (32.07%) is retail, untraced, or below disclosure thresholds

Index-tracking institutions (Vanguard, BlackRock, State Street, Geode) account for the dominant passive bloc; active managers are atomized across more than 3,800 accounts. The split matters for any coalition argument: passive holders typically vote management slate by default but follow ISS/Glass‑Lewis on contested items, while active managers vote on idiosyncratic frameworks.

Source: S&P Capital IQ Public Ownership Detailed export (Mixed (3/31/2026 where available, 12/31/2025 otherwise)). Orientation classification is Capital IQ's, not author-assigned.

Show top 25 named holders (with as-of date and source per row)
Top 25 named holders — ExxonMobil common stock, mixed-cutoff snapshot
# Holder Shares (M) % of CSO As of Source Orientation
1The Vanguard Group, Inc.429.810.368%12/31/202513FPassive
2BlackRock, Inc.321.97.767%3/31/202613FPassive
3State Street Global Advisors, Inc.214.05.164%3/31/2026Exchange AnnouncementPassive
4FMR LLC98.62.380%12/31/202513FActive
5Geode Capital Management, LLC95.92.314%12/31/202513FPassive
6Norges Bank Investment Management63.41.529%12/31/202513FActive
7Capital Research and Management Company60.61.462%3/31/2026Aggregated 13FActive
8JP Morgan Asset Management56.41.360%3/31/202613FActive
9Morgan Stanley, Investment Banking and Brokerage Investments45.31.092%12/31/202513FActive
10Northern Trust Global Investments43.01.038%12/31/202513FActive
11BNY Asset Management41.81.008%3/31/202613FActive
12Managed Account Advisors LLC41.61.005%12/31/202513FActive
13Charles Schwab Investment Management, Inc.34.10.823%3/31/2026Aggregated 13FPassive
14Strategic Advisers LLC33.10.798%12/31/202513FActive
15Fisher Asset Management, LLC32.30.779%3/31/202613FActive
16UBS Asset Management AG31.90.771%3/31/2026Aggregated 13FActive
17T. Rowe Price Group, Inc.31.10.750%12/31/2025Aggregated 13FActive
18State Farm Insurance Companies, Asset Management Arm30.50.736%3/31/202613FActive
19Eaton Vance Management28.90.697%3/31/2026Aggregated 13FActive
20Dimensional Fund Advisors LP28.40.684%3/31/202613FActive
21Amundi Asset Management SAS24.00.580%12/31/2025Aggregated 13FActive
22Columbia Management Investment Advisers, LLC23.20.559%12/31/202513FActive
23Putnam LLC21.40.517%3/31/202613FActive
24Wellington Management Group LLP21.00.506%12/31/202513FActive
25Legal & General Investment Management Limited19.40.469%3/31/202613FActive

Source: S&P Capital IQ Public Ownership Detailed export (Mixed (3/31/2026 where available, 12/31/2025 otherwise)). “Aggregated 13F” denotes Capital IQ's parent-level rollup of multiple subsidiary 13F filers; “Exchange Announcement” denotes a non-13F disclosure (Schedule 13G/A or jurisdictional equivalent). Big-Three rows shaded.

Section III

Statutes & cases

Every statute and case relied on, with primary-source links and Bluebook 21st citations.

Texas Business Organizations Code

Tex. Bus. Orgs. Code Ann. §21.373 (West 2025)
TBOC §21.373 — shareholder-proposal eligibility (SB 1057 opt-in) eff. September 1, 2025
A shareholder or group of shareholders may submit a proposal for inclusion in the corporation's proxy statement if the shareholder or group, in the aggregate, owns shares of the corporation having a market value of at least $1 million or representing at least three percent of the corporation's outstanding voting shares… The corporation shall describe in its proxy statement how shareholders may contact other shareholders for the purpose of satisfying the ownership requirements.
Primary source ↗
Tex. Bus. Orgs. Code Ann. §21.552(a)(3) (West 2025)
TBOC §21.552(a)(3) — derivative-standing threshold (SB 29 opt-in) eff. May 14, 2025
The corporation may, in its certificate of formation or bylaws, require that a shareholder bringing a derivative proceeding beneficially own a specified percentage of the outstanding shares of the corporation, provided that the required ownership threshold does not exceed three percent.
Primary source ↗
Tex. Bus. Orgs. Code Ann. §21.551(2)(C) (West 2025)
TBOC §21.551(2)(C) — “shareholder” definition (acting in concert) eff. May 14, 2025
“Shareholder” means… (C) two or more shareholders acting in concert under an informal or formal agreement or understanding, with respect to a derivative proceeding.
Primary source ↗
Tex. Bus. Orgs. Code Ann. §21.419 (West 2025)
TBOC §21.419 — codified business judgment rule (SB 29) eff. May 14, 2025
[Codifies business judgment rule for Texas corporations.]
Primary source ↗
Tex. Bus. Orgs. Code Ann. §21.602(a)(1) (West 2025)
TBOC §21.602(a)(1) — affiliated-business-combination 20% threshold
[Texas affiliated-business-combination moratorium triggers at 20% interested-stockholder ownership.]
Primary source ↗

New Jersey Business Corporation Act

N.J. Stat. Ann. §14A:3-6.8 (West 2024)
N.J. BCA §14A:3-6.8 — security-for-expenses bond (derivative actions)
[$250,000 security-for-expenses bond requirement for derivative proceedings under New Jersey law.]
Primary source ↗
N.J. Stat. Ann. §14A:3-6.7(2) (West 2024)
N.J. BCA §14A:3-6.7(2) — fee-shifting authorization (derivative actions)
[Authorizes fee-shifting for derivative proceedings brought without reasonable cause.]
Primary source ↗
N.J. Stat. Ann. §14A:10A-3(j) (West 2024)
N.J. Shareholders Protection Act — “interested stockholder” 10% threshold
Primary source ↗

Delaware General Corporation Law

Del. Code Ann. tit. 8 §327 (2024)
DGCL §327 — derivative-suit contemporaneous-ownership requirement
Primary source ↗
Del. Code Ann. tit. 8 §203(c)(5) (2024)
DGCL §203(c)(5) — business-combination moratorium, 15% interested-stockholder threshold
Primary source ↗

Federal proxy regulation

17 C.F.R. §240.14a-9 (2025)
Rule 14a-9 — proxy antifraud
No solicitation… shall be made by means of any proxy statement… containing any statement which… is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading.
Primary source ↗

Cases

Gusinsky v. Reynolds, No. 3:25-cv-01816-K, slip op. at 8–11 (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.)
U.S. District Court for the Northern District of Texas · Hon. Ed Kinkeade

Dismissed with prejudice. First federal application of TBOC §21.552(a)(3); 100-share plaintiff (~0.000017% of LUV outstanding) lacked standing under bylaw 3% election.

Opinion (primary source) ↗
TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 (1976)
U.S. Supreme Court · Marshall, J.

Defined materiality standard under federal proxy rules.

Opinion (primary source) ↗
J.I. Case Co. v. Borak, 377 U.S. 426, 431 (1964)
U.S. Supreme Court · Clark, J.

Implied private right of action under §14(a) of the Securities Exchange Act.

Opinion (primary source) ↗

Governance changes — NJ vs. TX side-by-side

Interested-stockholder threshold (business-combination moratorium)
New Jersey
10% ownership triggers 5-year moratorium and perpetual fair-price condition
N.J. Stat. Ann. §§14A:10A-3(j), -4, -5 (West 2024)
Texas (XOM outcome)
20% ownership triggers 3-year moratorium; no perpetual fair-price
Tex. Bus. Orgs. Code Ann. §21.602(a)(1) (West 2025)
favor shareholders

Higher percentage needed to trigger anti-takeover protections; shorter moratorium. Net effect: easier for acquirers to negotiate at scale; shareholders may see more bids.

Delaware comparator — interested-stockholder threshold
New Jersey
10% (NJ baseline)
Del. Code Ann. tit. 8 §203(c)(5) (2024) sets DE at 15%
Texas (XOM outcome)
20% (TX outcome)
Tex. Bus. Orgs. Code Ann. §21.602(a)(1) (West 2025)
favor shareholders

Texas’s 20% threshold is more permissive than Delaware’s 15% and far more permissive than NJ’s 10%.

Derivative-suit ownership threshold (default)
New Jersey
No statutory percentage; $250,000 security-for-expenses bond + fee-shifting
N.J. Stat. Ann. §§14A:3-6.8, -6.7(2) (West 2024)
Texas (XOM outcome)
No statutory percentage as default; opt-in up to 3% available under §21.552(a)(3) (XOM not adopting)
Tex. Bus. Orgs. Code Ann. §21.552(a)(3) (West 2025)
neutral

ExxonMobil is not adopting the 3% Texas threshold. Net default is similar between states; both impose meaningful friction on de minimis derivative suits.

Shareholder-proposal threshold
New Jersey
No statutory provision limits eligibility/procedural restrictions; corporation may adopt by bylaw
XOM DEF 14A at 78, citing NJ BCA
Texas (XOM outcome)
Opt-in $1M or 3% threshold available under §21.373 (XOM not adopting)
Tex. Bus. Orgs. Code Ann. §21.373 (West 2025)
neutral

ExxonMobil is not adopting the Texas shareholder-proposal threshold. Same eligibility/procedural-restriction authority already exists under NJ law.

Board composition

Lead independent director: Joseph Hooley (former State Street CEO).

Engine No. 1 nominees still on the board:

  • Alexander Karsner — committee(s): Nominating and Governance
  • Kaisa Hietala — committee(s): Audit

Activist-associated directors:

  • Jeffrey Ubben (Founder, ValueAct Capital) — committee(s): Finance. Will not stand for re-election (Form 8-K, Feb. 18, 2026).
Section IV

SEC filings

All four primary filings. Every accession verified against data.sec.gov at build time.

  1. PRE 14A March 10, 2026
    Preliminary proxy statement

    First SEC disclosure of the proposed NJ→TX redomiciliation.

  2. DEFA14A March 10, 2026
    Soliciting material (Rule 14a-12)

    Rule 14a-12 soliciting material filed alongside the PRE 14A. EDGAR form-type code: DEFA14A.

  3. DEF 14A April 8, 2026
    Definitive proxy statement

    Definitive proxy for the May 27, 2026 annual meeting. Contains the operative reincorporation proposal and the five elective-provision commitments.

  4. DEFA14A May 12, 2026
    Additional soliciting material (citing Goodwin)

    Supplemental DEFA14A soliciting material directing shareholders to Goodwin, Read the Fine Print (April 2026).

Section V

Replication kit & methodology

Estimation design

Methodology & reconciliation note

Source-of-truth hierarchy. This page renders from the SMU CGI Reincorporation Tracker canonical pipeline (DExit_Central_Database_v3.60.xlsx, generated April 29, 2026). Where the article (Goodwin v17) and the canonical pipeline diverge, the canonical pipeline is the source of truth on this page; the divergence is noted below.

Article vs. canonical — substance. All headline numbers (oil-augmented day-0 AR = -2.19%, Patell p = 0.049, Corrado p = 0.107, wild-bootstrap p = 0.057, market-only day-0 AR = -1.55%, sign test 10/11 p = 0.012, placebo p = 0.955, pre/post RMSPE ratio = 0.88) agree between Goodwin v17 and DExit Central Database v3.60. The synthetic-control donor specification differs: v3.60 uses a 21-donor energy peer pool with CVX 54.86%, EOG 19.83%, SLB 9.38%, WMB 8.37%, COP 3.63%, OXY 2.94%, CTRA 0.99% (sum = 100%); the article references an earlier 22-donor specification. Both specifications produce a day-0 gap statistically indistinguishable from zero (canonical -0.11%, placebo p = 0.955); the inference is identical. The site renders the v3.60 canonical specification as the source of truth and notes the article's prior specification in the methodology footnote.

Article-derived extensions. These are article-derived statistics (Goodwin v17 §§4.3–4.5) not currently materialized as fields in canonical v3.60. The figures on this site cite the article section and link to the PDF. They will be promoted to canonical fields in the next pipeline run.

EDGAR verification. All four accessions on this page were verified against data.sec.gov/submissions/CIK0000034088.json at build time. Build aborts on any mismatch in accession number, form type, primary document, or filing date.

Cross-version stability. XOM's record in v3.30 (2026-04-28) and v3.60 (2026-04-29) is numerically identical; only audit-note prose and EDGAR-accession formatting differ.

Pending extensions (v2)

Verification & integrity

EDGAR accessions verifiedAll 4 of 4
Sentence-case lintpassed
SHA-256 manifestwritten
Canonical versionv3.60 (April 29, 2026)
Site versionv1.0.0-rc1