City of Hollywood Police Officers’ Retirement System, individually and on behalf of all other similarly situated shareholders of Exxon Mobil Corp. v. Darren W. Woods, et al.

District Court, S.D. Texas·Decided August 25, 2026·No. 4:26-cv-07089·Unknown

Opinion

NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY CITY OF HOLLYWOOD POLICE OFFICERS’ RETIREMENT SYSTEM, individually and on behalf of all other similarly situated shareholders of EXXON MOBIL CORP., Civil Action No. 25-16633 (ZNQ) (TJB) Plaintiff, OPINION v. DARREN W. WOODS, et al., Defendants. QURAISHI, District Judge THIS MATTER comes before the Court upon the following Motions: (1) a Motion for Reconsideration (“Motion for Reconsideration,” ECF No. 34) filed by Plaintiff City of Hollywood Police Officers’ Retirement System, individually and on behalf of all other similarly situated shareholders of ExxonMobil Corp. (“Plaintiff”); (2) a Motion to Transfer Case to the United States District Court for the Southern District of Texas (“Motion to Transfer,” ECF No. 41) filed by Defendants Darren W. Woods, Michael J. Angelakis, Angela F. Braly, Maria S. Dreyfus, John D. Harris II, Kaisa H. Hietala, Joseph L. Hooley, Steven A. Kandarian, Alexander A. Karsner, Lawrence W. Kellner, Dina Powell McCormick, Jeffrey W. Ubben (collectively, “Individual Defendants”) and ExxonMobil Corporation (“ExxonMobil” and, together with Individual Defendants, “Defendants”); and (3) a Motion to Dismiss Pursuant to Rule 12(b)(6) and Rule 12(b)(3) (“MTD,” ECF No. 42) filed by Defendants. The Court has carefully considered the parties’ submissions and decides the Motion without oral argument pursuant to Federal Rule of Civil Procedure 78 and Local Civil Rule 78.1. For the reasons set forth below, the Court will DENY Plaintiff’s Motion for Reconsideration, GRANT Defendants’ Motion to Transfer, and DENY AS MOOT Defendants’ Motion to Dismiss.

I. BACKGROUND AND PROCEDURAL HISTORY A. THE PARTIES ExxonMobil is a multinational oil, gas, and petrochemical company that has been operational for over 140 years. (ECF No. 1 (“Compl.”) ¶ 26.) ExxonMobil is incorporated in the State of New Jersey (id. ¶ 25), and its global corporate headquarters is located in Texas. (ECF No. 41-2, Declaration of Ashley Wittrig in Support of Defendants’ Motion to Transfer (“Wittrig Decl.”) ¶ 5.) The members of ExxonMobil’s Management Committee work and reside in Texas. (Id. ¶ 6.) The Complaint does not allege that any of the Individual Defendants are located in or otherwise connected to New Jersey. (Compl. ¶¶ 13–24.)

Plaintiff is a public pension fund that administers a retirement benefit plan with over $500 million in assets on behalf of more than 700 active and retired police officers employed by the City of Hollywood, Florida and their beneficiaries.1 B. BACKGROUND On September 15, 2025, ExxonMobil announced that it would begin to implement a new, first of its kind program that would ask ExxonMobil’s retail investor shareholders to enroll in a new Retail Voting Program (“RVP”). (Id. ¶¶ 1, 31.) Under the RVP, shareholders’ shares would

1 See City of Hollywood – Police Officers’ Ret. Sys., http://www.hollywoodpolicepensionfund.com/home.asp (last visited Aug. 11, 2026); Mariner, Hollywood Police Officers’ Ret. Sys. Inv. Performance Review Period Ending Sept. 30, 2025, 14–15, http://www.hollywoodpolicepensionfund.com/docs/investments/2025-09- 30%20Hollywood%20Police%20Quarterly%20Report.pdf. be voted automatically in alignment with recommendations from ExxonMobil’s Board of Directors (the “Board”). (Id. ¶ 1.) On September 17, 2025, ExxonMobil filed a proxy solicitation inviting retail shareholders to enroll in the RVP through a website link or QR code (the “Solicitation”). (Id. ¶ 3.) Only retail investors are asked to join the RVP and designate

ExxonMobil the ability to vote their shares in perpetuity in favor of the Board’s recommendations either: (1) as to all matters; or (2) as to all matters except director elections or any acquisition, merger, or divestiture transaction that, under applicable state law or stock exchange rules, requires approval of Exxon’s shareholders. (Id. ¶ 2.) Shareholders who decide to enroll in the RVP are permitted to un-enroll at any time. (Id.) ExxonMobil requested that the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (the “Division”) issue a letter granting no-action relief for its RVP. (Id. 32.) ExxonMobil specifically did not seek the Division’s opinion regarding whether the RVP constituted a “solicitation,” but conceded that Rule 14a-2(a)(1)’s provisions would apply. (Id. ¶ 33.) The Division granted ExxonMobil’s request for no-action relief, even though “the RVP

represented an extraordinary departure from standard voting procedure[] and had never been instituted or even publicly considered by any publicly traded corporation.” (Id. ¶ 34.) C. PROCEDURAL HISTORY On November 14, 2025, Plaintiff filed a Motion for Expedited Proceedings and Discovery (“Motion to Expedite,” ECF No. 21). In the Motion to Expedite, Plaintiff sought documents and communications and sought to depose members of the Management Committee. (ECF No. 21 at 2–3.) Defendants opposed the Motion to Expedite and informed the Court that they intended to move to dismiss the Complaint and transfer venue. (ECF No. 27.) This Court denied the Motion to Expedite on December 30, 2025. (ECF No. 31.) II. MOTION FOR RECONSIDERATION A. LEGAL STANDARD Reconsideration, under Local Civil Rule 7.1(i), is an “extraordinary remedy” that is rarely granted. Interfaith Cmty. Org. v. Honeywell Int’l, Inc., 215 F. Supp. 2d 482, 507 (D.N.J. 2002)

(citations omitted). The purpose of a motion for reconsideration “is to correct manifest errors of law or fact or to present newly discovered evidence.” Max’s Seafood Café ex rel. Lou-Ann, Inc. v. Quinteros, 176 F.3d 669, 677 (3d Cir. 1999) (citing Harsco Corp. v. Zlotnicki, 779 F.2d 906, 909 (3d Cir. 1985)). Accordingly, a motion for reconsideration must rely on one of the following three grounds: “(1) an intervening change in the controlling law; (2) the availability of new evidence that was not available when the court granted the motion . . . ; or (3) the need to correct a clear error of law or fact or to prevent manifest injustice.” Id. (citing North River Ins. Co. v. CIGNA Reinsurance Co., 52 F.3d 1194, 1218 (3d Cir. 1995)). To demonstrate a clear error, a party must do more than allege that portions of a ruling were erroneous in order to obtain reconsideration of that ruling; it must demonstrate that the holdings on which it bases its request

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City of Hollywood Police Officers’ Retirement System, individually and on behalf of all other similarly situated shareholders of Exxon Mobil Corp. v. Darren W. Woods, et al., (S.D. Tex. 2026).

City of Hollywood Police Officers’ Retirement System, individually and on behalf of all other similarly situated shareholders of Exxon Mobil Corp. v. Darren W. Woods, et al. (City of Hollywood Police Officers’ Retirement System, individually and on behalf of all other similarly situated shareholders of Exxon Mobil Corp. v. Darren W. Woods, et al.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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