Wall Street Wants Your Vote On Autopilot

Last year, after a legal showdown with activist investors over climate action, ExxonMobil deployed a radical plan to consolidate its board’s power: weaponize all the shareholders who rarely vote at annual meetings. 

Quickly approved by President Donald Trump’s financial regulators, Exxon’s new “retail voting program” was pitched as a more convenient process for retail investors — the average person buying stock on a stock exchange — to participate in shareholder meetings by automatically casting their votes in the way the board of directors recommends. 

Under the guise of that convenience, Exxon has been able to achieve a larger goal: vastly expand its board voting power and create a line of defense between itself and any activist or everyday investor who might try to influence its policy. The board has already secured backing from more than 100,000 shareholders to do whatever it wants to do.

Big business lobbying groups hailed the Securities and Exchange Commission (SEC)’s approval of Exxon’s program as “a new way to combat the influence of activist shareholders” and urged other companies to develop similar automatic shareholder voting programs. The payoff could be significant: only 30 percent of retail investors normally vote on proposals.

Corporations are taking the lobbyists’ cue: Last month, the SEC approved retail voting programs for Elon Musk’s electric-vehicle company, Tesla, and the massive investment bank Goldman Sachs. If the trend continues, Exxon’s plan to crush investor dissent could become corporate America’s new playbook for turning shareholder apathy into more power for corporate bosses.

“It’s essentially stuffing the ballot box for management,” said Michael Garland, head of corporate governance at the New York City Comptroller’s office. The office oversees the city’s pension funds and proposed revising Exxon’s retail voting program last year to prevent investors from “robo-voting” with Board recommendations. 

But now, since that reform effort failed, “Exxon could have opened up the floodgates,” Garland said.

Both Tesla and Goldman Sachs have faced growing shareholder pushback over colossal executive compensation packages, including a $56 billion payout for Musk that was so unprecedented it reshaped corporate law. Musk has also reportedly proposed merging Tesla with his other venture, SpaceX, a move that could give him even greater company control — but it would have to be approved by shareholders. 

The new voting programs essentially amount to shareholders giving the companies’ boards of directors a “blind loyalty oath” they can use to ram through measures that could harm investors, said Andrew Behar, CEO of shareholder advocacy group As You Sow.

“Two years from now, or next year, management could decide they’re cutting the dividends and giving themselves huge bonuses and [enrolled shareholders] preapproved that,” Behar told The Lever. “We take the opposite approach, which is you should be questioning management because when they have total power and no oversight, they make some very, very bad decisions.”

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A “Blank Check” For The Board Of Directors

In September 2025, Exxon proposed its groundbreaking retail voting program. Shareholders would have to opt in and could limit the types of issues it covered, but once they signed up, they would automatically vote “based on the recommendation of the Company’s Board at each meeting of shareholders” until they opted out. 

In its letter to the SEC on the proposal, Exxon claimed the program would help its retail investors, “many of whom are retired and depend on ExxonMobil’s dividends to support their livelihoods,” vote more easily at annual meetings. The oil company claimed the voting process could be a “burden” for these investors and that many of them would “welcome the ability to give a standing voting instruction” to the board of directors. 

But investor advocacy groups criticized the new voting plan, claiming it would give the company’s board more power to stifle investor input. Even outgoing Democratic SEC Commissioner Caroline Crenshaw used her final remarks on the Commission later that year to criticize the program as one of several recent corporate-governance efforts that “lopsidedly” benefited management “to the detriment of shareholders, corporate accountability, and the governance structures that provide checks on corporate decision makers.”

Exxon was already making waves for crushing shareholder dissent. In 2024, the fossil fuel company sued activist investor firms Arjuna Capital and Follow This for filing shareholder proposals that sought to force Exxon to cut emissions. The firms withdrew their proposals after Exxon filed suit, but the oil company continued its legal battle amid a larger campaign to reshape the limits of investor power.

None of this stopped the SEC’s Republican majority from immediately issuing a “no-action letter” on the retail voting program proposal without any public notice or comment period, signaling it would not pursue enforcement actions on the matter. In a matter of weeks, Exxon began rolling out the program — and by this past March, more than 100,000 shareholders representing 150 million shares enrolled. 

Business lobbyists quickly saw the potential for other companies to enact similar automatic shareholder voting programs.

The National Association of Manufacturers, a lobbying group representing 14,000 companies that has a history of anti-consumer advocacy, said in a press release that if other companies adopt similar programs, it “should make it harder for shareholder activists to do something they’ve done increasingly in recent years: hijack the corporate proxy ballot process to advance agendas that have little to do with long-term shareholder value.”

Neil A. Chapman, senior vice president at ExxonMobil, serves on the lobby group’s executive committee.

The Chamber of Commerce, the largest pro-business lobby group, also declared the development “should open the doors for other companies to adopt similar platforms and increase retail voting.” 

Exxon donated hundreds of thousands of dollars to the U.S. Chamber of Commerce and its local chapters in 2023.

Other corporations are now following suit, said Tim Smith, senior policy adviser for shareholder advocacy firm Interfaith Center on Corporate Responsibility.

“This is far from empowering shareholders to consider important issues proposed by both the board and its shareholders,” Smith told The Lever. “Rather, investors are invited to leave their critical faculties at the door and simply trust a company to always do the right thing.”

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Hold The Powerful Accountable

“Management Is Always Right”

On Sept. 28, a little more than a year after signing off on Exxon’s retail voting program, the SEC issued a no-action letter for a similar program Goldman Sachs had just proposed. The Commission issued an approval for Tesla’s retail voting program the following day. 

In its proposal letter, Tesla noted it had “extensive discussions” during a “monthslong process” with SEC staff on its program. Goldman Sachs’ letter states that it, too, had “discussions” with SEC staff.

So far this year, Goldman Sachs has reported spending more than $1.8 million lobbying the SEC, Congress, and other regulators on “issues related to corporate governance,” and other matters. Tesla did not report lobbying activity with the SEC in 2025 and the first two quarters of 2026. 

In its statement approving Tesla’s retail voting program, the SEC went a step further, stating it would approve other companies establishing similar programs. The SEC stated that Tesla’s no-action letter “applies to any issuer operating a [retail voting program] in the same manner described” described in the Tesla letter.

That statement was not an afterthought, according to Smith.

“The SEC’s recent letter to Tesla not only gave them permission to initiate a program for investors to automatically vote for all Board recommendations in the proxy, but opened the door to any company who wished to follow suit,” he said. “The SEC has thus created an investor voting option that ‘management is always right.’” 

The “management is always right” approach could help both companies’ boards quell rising shareholder revolts. 

Last year, a third of Goldman Sachs’ investors voted against massive bonuses for the company’s top executives, up from just 14 percent of shareholders in 2024. 

And this past April, 38 percent of Goldman Sachs’ shareholders supported requiring the company to issue detailed public reports on its lobbying efforts, up from 35 percent in 2023, despite the board recommending a no vote.

Tesla shareholders, meanwhile, have been calling on Musk and the rest of the company’s board to explain why it keeps missing its goals on initiatives like unleashing robotaxis in cities across the country and delivering fully self-driving vehicles.

In 2025, the SEC allowed Tesla, amid a sales slump, to block nearly all shareholder proposals that would have demanded the company stop interfering in union efforts, meet climate change goals, and more. 

The company has not yet set a date or issued a final report for its 2026 annual meeting, where shareholders could vote on such matters. Tesla’s new retail voting program is likely designed to sway votes at that meeting in the board’s favor, said Smith.

“Tesla has been very critical of shareholders’ engagements, and Elon Musk has his own ego that he’s satisfying,” he said. “[Tesla] may just see this as a way to lock in votes from investors… and that it’s easier to count votes and it’s easier to make sure that you get the votes you want to win on resolutions that you consider important.”

These Trump-approved retail voting programs aren’t just about stripping investor power, said Behar with As You Sow. The programs also sidestep public businesses’ responsibility to disclose their operations for purposes of accountability and market stability, allowing them instead to operate as pseudo-private “black box” corporations.

“I believe capital will flow in the direction of trust, and that is what we’re actually involved in here: this massive transition on a global scale,” Behar said. “Shareholders with oversight of the board is how capitalism is designed to avoid risky situations. What this administration is doing, and what this action is doing, is to try to aggregate all the power.”