Section: October 23, 2025 | Vol 30, Issue 39
CII Asks SEC to Consider Improving Two Disclosures, Working on End-to-End Vote Confirmation
In an October 22 letter to the SEC, CII urges the commission to:

consider improving the transparency of the voting results at multi-class companies; and requiring better disclosure of non-GAAP executive compensation targets in company proxy statements.

add back to its agenda a project on proxy process amendments that could encompass end-to-end vote confirmation if necessary.
CII Presses More than 60 Companies on Board Responsiveness
The most recent director election at Chemical firm Tronox Holdings exemplified the spirit of majority voting at its 2025 annual meeting. The company had nominated Fawaz al-Fawaz to join its board, but he did not become a director after falling short of 50% shareholder support. Through its board accountability project, CII confirmed that the Tronox scenario is an exception to widespread corporate practice in the United States, in which majority-opposed board candidates wind up serving on behalf of shareholders who don’t support them.
Exxon Mobil Shareholder Files Suit to Block Retail Voting Program
The City of Hollywood Police Officers’ Retirement System filed a proposed class action in U.S. district court in New Jersey on behalf of Exxon Mobil shareholders against the company and its board, alleging that they are breaching their fiduciary duties in connection with the company’s adoption of its retail voting program (RVP).
Controversy Over Musk’s Pay Heats Up before Annual Meeting
After both ISS and Glass Lewis advised Telsa shareholders to vote against CEO Elon Musk’s $1 trillion 2025 pay package at the company’s November 6 annual meeting, Tesla fired back at the proxy advisors in a post on X.