Exxon Trades Jersey Turnpike for Route 66 as Lone Star Victory Shows Rise of Corporate Texas and Waning Influence of Proxy Advisors

May 29, 2026

ExxonMobil shareholders’ resounding approval of the oil giant’s move to incorporate in Texas underscores that they bypassed the proxy advisors’ recommendations and have no issues with Texas and its emerging business jurisprudence.

At its annual meeting on Wednesday, Exxon won decisively with roughly 71.3% of the vote in favor. Both ISS and Glass Lewis recommended against the re-domicile. This comes one week after SpaceX filed its S-1 with Texas as its state of incorporation.

The company said the move, which will align the company’s incorporation with its headquarters, is because of the state’s business environment. CEO Darren Woods went a step further saying that “the board believes that kind of familiarity will lead to more reasonable, productive decisions from Texas officials and citizens, which is critical for the long-term success of the company.”

Shane Goodwin, executive director of the SMU Corporate Governance Initiative, said on LinkedIn, “The vote is not the end of the debate. It is the beginning of the next phase. Texas now has an opportunity to prove that corporate law competition can be grounded in transparency, predictability, and investor confidence—not merely in labels or assumptions about state law.”

Exxon also won a second vote that saw investors reject a proposal from the New York City comptroller’s office to offer more automatic voting options in the company’s retail investor voting program. The proposal also drew a rebuke from Wood who called the offer a “serial proponent” with a “proposal [that] doesn’t pass the common sense test.”

Speaking of chapters closing, lululemon and founder Chip Wilson entered into a cooperation agreement to end an increasing personal and contentious proxy fight. After a back and forth that almost saw the settlement fall to the wayside, Wilson got two of his board nominees (Marc Maurer from On, Laura Gentile from ESPN) plus a third director by October in exchange for not bad-mouthing the company for 18 months. Now they need to agree on how to sell more athleisure.

Have a great weekend,
GPP Team

ACTIVISM

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M&A

The Wall Street Journal: AkzoNobel Shares Jump After $14.5 Billion Nippon Paint, Sherwin-Williams Bid

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Bloomberg: Caesars Agrees to Be Taken Over by Fertitta in $5.7 Billion Deal

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Financial Times: Uber Weighs Higher Bid for Delivery Hero After €11.5 Billion Offer Rebuffed

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Financial Times: Jamie Dimon says JPMorgan Could Spend Up to $20 Billion on a New Acquisition

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CORPORATE GOVERNANCE

The a16z Show: Marc Rowan on Private Markets, Software Repricing, and Capital Allocation

The CEO and co-founder of Apollo Global Management joins host David Haber of venture firm Andreessen Horowitz for a wide-ranging conversation on leadership, the rise and future of the private credit and the global economy. Listen Here

The Latest SEC Reforms: This Week on Registered Offerings and Reporting Frameworks

In the SEC’s latest attempts to modernize and expand access to the public capital markets, they proposed a broad package of amendments to the Securities Act of 1933. Our friends at Wachtell, Simpson Thacher, Sidley, and Fried Frank also discussed these changes and what they could mean for the market moving forward.

Financial Times: BP removes chair Albert Manifold after claims of bullying

The oil giant announced it would remove its Board Chairman, who subsequently pushed back, effective immediately after internal allegations about his behavior came to light. Bloomberg’s Javier Blas argues that despite the sudden leadership change, BP remains in a strong position and pointed to operational changes driven by hedge funds in the stock like Elliott. Read More

Financial Times: Opinion: SpaceX to Drive a Cybertruck Through Corporate Governance Norms

After thoroughly combing through SpaceX’s prospectus filing form last week, Sujeet Indap discusses the myriad ways the company’s governance structure is designed to give more power and freedom to CEO Elon Musk and why the company “does not seem very interested in fully fledged shareholder democracy.” Read More

IPO

CNBC: Centerview’s Blair Effron on state of M&A, IPO pipeline and impact of AI

The Centerview Partners co-founder joins Squawk Box to discuss the dealmaking and IPO landscape, including whether the three major upcoming IPOs of SpaceX, OpenAI and Anthropic could create an additional tailwind effect for equity markets. Watch Here

Barron’s: This Year’s Biggest Quantum IPO Is Coming

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FROM OUR DESK TO YOURS

Last week, we braved the cold weather of Memorial Day weekend to go to one of our favorite restaurants, Chambers in TriBeCa, for a one-of-a-kind experience. Chambers, a farm-to-table wine restaurant that opened in 2022, is the evolution of Racines NY that showcases the best of seasonal cooking in NYC combined with an amazing wine program orchestrated by award-winning sommelier Pascaline Lepeltier.

While the rotating menu always offers delightful surprises, this trip was unique:

A special dinner featured 12 wines across 4 courses and was a part of Canarión wine producer Carmelo Peña Santana’s tour of the United States. Carmelo founded the Bien de Altura winery in 2017 to showcase the wines of Gran Canaria.

To best understand the differences between them, each course was accompanied by three wines. The first two courses each consisted of two single vineyard cuvées (Tidao and Sansofi) along with a blend (Ikewen) from two separate years to showcase the variety of flavors from year-to-year and the difference altitude can make as the vineyard is on a sloped mountain. The later courses mainly featured wines from a multinational collaborative project called el3mento that features wines from Gran Canaria, mainland Spain, Portugal and Switzerland. There was even a special treat at the end as one of the winemakers he collaborates with brought a bottle of 2003 Barros Colheita Port that really capped off the experience.

Beyond the wine, there was the food which was more than ready to meet the moment. In fact, executive chef Jonathan Karis came out to explain that the courses had been slightly modified to best pair with the wines. We started with a potato and cucumber salad with breadcrumbs before moving into a squid-ink risotto with shrimp. Our main course was a snowdance chicken with mushrooms and white asparagus before a lovely dessert of three cheeses. All of the food was fantastic, and we recommend it before the menu shifts. In the meantime, keep an eye out for their next wine dinner!