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The basics:

• Shareholders approve ExxonMobil‘s Texas redomiciliation plan
• Company says move aligns incorporation with operational base
• ExxonMobil has operated from Texas since 1989
• Critics point to NJ business climate concerns

ExxonMobil shareholders have approved the company’s plan to redomicile from New Jersey to Texas. The May 27 vote formalizes a move the energy giant first announced in March as part of an effort to align its legal headquarters with its longtime operational base.

According to preliminary results released following the company’s annual meeting, the Texas redomiciliation proposal passed with approximately 71.3% support. More than 3.6 billion shares, representing roughly 88.2% of ExxonMobil’s outstanding shares, were represented at the meeting.

“We’re gratified by the strong support our investors demonstrated in these vote totals,” ExxonMobil said in a statement.

At home in the Lone Star State

The vote advances a move ExxonMobil has framed as largely symbolic.

As NJBIZ reported in March when the proposal was first announced, the company has been headquartered in Texas since 1989. It maintains limited operational ties to New Jersey beyond its historical incorporation status dating back to 1882, when Standard Oil of New Jersey – later known as Exxon Corp. – was incorporated in the Garden State.

In proxy materials filed with the U.S. Securities and Exchange Commission earlier this year, ExxonMobil argued Texas offers a “predictable and common-sense regulatory environment” and said the state’s legislators, judges and juries are generally “more familiar with our business and operations.”

The company also emphasized that the move would not affect operations, assets or employee locations and said it does not intend to adopt provisions under Texas law that would weaken shareholder rights.

ExxonMobil argued Texas offers a ‘predictable and common-sense regulatory environment.’

ExxonMobil also noted in its SEC filings that Texas already serves as the center for its executive leadership, corporate functions, major research facilities and most of its U.S. workforce, centered on its headquarters campus in Spring, Texas (just north of Houston). As part of a broader corporate restructuring effort, the company said it began relocating research and development operations from New Jersey to Texas in 2024.

Reigniting criticism

The proposal nevertheless faced opposition from proxy advisory firms Glass Lewis and Institutional Shareholder Services, both of which recommended shareholders vote against the redomiciliation over governance and shareholder-rights concerns.

ExxonMobil publicly pushed back on those recommendations in supplemental SEC filings, defending the move as beneficial to shareholders and aligned with the company’s long-term business strategy.

The shareholder vote also reignited criticism from New Jersey Republicans over the state’s business climate.

Senate Republican Leader Anthony Bucco, R-25th District, said in a statement: “ExxonMobil’s decision to leave New Jersey for Texas should be a wake-up call for every elected official in Trenton. After more than a century tied to our state, one of the world’s largest companies is telling New Jersey what many others have already made clear: the business climate has become too expensive, overregulated, and hostile to employers.

“And this is not an isolated incident. Late last year, Anheuser-Busch announced they were closing the Newark brewery and earlier this year, Johnson & Johnson announced a more than $1 billion investment in a next-generation manufacturing facility in Pennsylvania instead of New Jersey. That means jobs, investment, and economic growth that could have stayed here are now going somewhere else. Businesses are voting with their feet, and Trenton Democrats continue to ignore the warning signs.”