The U.S. Securities and Exchange Commission warned asset managers and activist investors about their disclosure obligations following an investigation into Exxon Mobil’s 2021 shareholder meeting. The SEC did not bring charges against Climate Action 100+ or asset managers including BlackRock and Vanguard, but issued a formal report expressing “serious concerns” about their conduct.
The warning focuses on rules requiring investors who act in concert to publicly disclose their collaboration, which can trigger stricter reporting requirements. The investigation examined Engine No. 1’s successful campaign, supported by large asset managers, to elect dissident directors to Exxon’s board and address the company’s climate strategy. The SEC’s action signals increased scrutiny of coordinated ESG campaigns ahead of future proxy seasons.