The Board of Directors of ExxonMobil Corporation has unanimously recommended on Mar. 10 that shareholders approve changing the company’s legal domicile from New Jersey to Texas.
This recommendation is significant because it would align ExxonMobil’s legal home with its operational base, which has been in Texas since 1989. The move is intended to benefit shareholders by situating the company in a state with what the board describes as a more favorable business and regulatory environment.
Darren Woods, ExxonMobil chairman and chief executive officer, said, “Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value. Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.”
The board considered factors such as Texas’ modernized business statutes and its specialized Business Court designed for efficient resolution of complex disputes. According to Ray Cantor, deputy chief government affairs officer of the New Jersey Business & Industry Association (NJBIA), “We are disappointed that after over a century of being incorporated in New Jersey, that ExxonMobil has decided to move its corporate domicile from New Jersey to Texas. Unfortunately, we understand this decision. Texas has more favorable corporate governance statutes which help fend off activist shareholder suits, especially around ESG and climate. Texas also has a business court with expert judges, thus making it a more favorable venue for business litigation. Finally, Texas is the home to the oil and gas industry and supports those industries. New Jersey, on the other hand, has enacted or is considering a number of policies hostile to this essential industry. If New Jersey wants to be the home to major corporations, we need to go back to our nineteenth century roots where our laws and policies actually welcomed industry and manufacturing.”
ExxonMobil stated that redomiciling will not affect its operations, management structure, assets or employee locations. The board said shareholder rights under Texas law are largely comparable or stronger than those under New Jersey law; there are no plans to adopt provisions that would reduce current shareholder rights.
Shareholders will vote on this proposal at ExxonMobil’s 2026 Annual Meeting of Shareholders. Details about the meeting and voting instructions are available at http://www.exxonmobil.com/investors and www.sec.gov.
