The energy giant will shift its corporate domicile to Texas after 71.3% of shareholders backed the proposal, ending a New Jersey legal connection dating to 1882.
By yourNEWS Media Newsroom
ExxonMobil shareholders have approved moving the company’s legal domicile from New Jersey to Texas, ending a corporate tie that stretches back nearly 144 years and placing the energy giant’s incorporation in the same state as its headquarters and much of its U.S. workforce.
The proposal received support from 71.3% of shareholders during ExxonMobil’s annual meeting on May 27, according to preliminary results.
The move shifts ExxonMobil’s legal home to Texas, where the company has maintained its headquarters since 1989. ExxonMobil is currently based in Spring, near Houston, and about 75% of its U.S. workforce is located in Texas.
The company’s New Jersey incorporation dates to 1882, when it operated as Standard Oil of New Jersey.
ExxonMobil said earlier this year that the change would better reflect where its business operations, employees and corporate decision-making are concentrated. The company also said Texas’ legal and political environment is more closely connected to the energy industry.
“The Board believes Texas legislators, judges, and juries who might make decisions that impact Exxon Mobil are generally more familiar with our business and operations,” ExxonMobil said when announcing the proposal.
The shareholder vote comes as Texas continues to attract major corporations from other states. Tesla, SpaceX, Coinbase and Chevron are among the companies that have moved their headquarters, incorporation or major operations to Texas in recent years.
Litigation risk was a key part of ExxonMobil’s rationale. Texas lawmakers have adopted a series of business-law changes, including the creation of the Texas Business Court, which is expected to compete with Delaware’s Court of Chancery. The state has also passed measures aimed at giving companies greater certainty in shareholder litigation.
ExxonMobil has faced legal challenges in New Jersey. In 2022, New Jersey Attorney General Matthew Platkin sued the company over climate-change issues. The case was dismissed in 2025.
The relocation proposal drew opposition from proxy advisory firms Glass Lewis and Institutional Shareholder Services, which urged shareholders to vote against it. The firms argued that provisions in Texas corporate law could make certain shareholder lawsuits more difficult and weaken investor protections.
ExxonMobil disputed those claims and said it does not plan to increase ownership thresholds for shareholder lawsuits, even though Texas law allows companies to adopt such thresholds.
The dispute also drew attention from Texas Attorney General Ken Paxton, who sued Institutional Shareholder Services after the firm recommended voting against ExxonMobil’s move. Paxton alleged the recommendation was misleading and conflicted with Texas law.
The Wall Street Journal Editorial Board described the shareholder vote as a significant endorsement of ExxonMobil management’s position. In a recent editorial, the Journal noted that 71% of shareholders supported the move despite opposition from Glass Lewis and ISS and said corporations increasingly must weigh taxes, regulation, energy costs and litigation exposure when considering shareholder value.
The editorial also said more corporate boards may review whether their legal domiciles best serve investors as state policy differences widen.
James Lee, chief executive officer of the Dallas-based Texas Stock Exchange, said the vote represented a major moment for Texas and U.S. markets.
“Exxon’s move is also a watershed moment for America’s capital markets, and the direct result of Governor Abbott and the legislature transforming Texas into the top jurisdiction for business in the U.S.,” Lee said.
Lee said hundreds of other companies representing trillions of dollars in market capitalization could consider similar moves.
ExxonMobil said the legal relocation will not change day-to-day operations or employee locations. The company expects the move to take effect later this year after final procedural steps are completed.
At the same meeting, shareholders rejected a separate proposal that would have expanded automatic voting options for retail investors. Supporters said the measure would have given investors more choices, including the ability to automatically vote against management recommendations. The proposal received 23.5% support.
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