(Luke Sharrett/Bloomberg)
March 10, 2026 12:10 PM, EDT
Exxon Mobil Corp. is seeking to shift its legal home to Texas after being incorporated in New Jersey for more than a century.
In a proxy filing March 10, North America’s biggest oil company said moving would mean operating in a more favorable business environment where officials are more familiar with its operations, provide greater certainty for decision-making, and align its legal and physical headquarters. Exxon asked investors to vote in favor of the transfer in its annual shareholder meeting in May.
Domiciling in Texas “may reduce the risk of future frivolous litigation against the Texas Corporation and its directors and officers,” Exxon, which already is headquartered in the state, said in the filing.
Texas has been luring companies in recent years by promoting low regulations and taxes, as well as creating a new stock exchange. Tesla Inc. and SpaceX both moved their legal homes two years ago to the Lone Star State from Delaware, where almost 70% of Fortune 500 companies are based. Chevron Corp. moved its physical headquarters last year to Houston from California.
If Exxon’s move happens, corporate governance matters such as company bylaws, fiduciary duties of directors and shareholder voting rights would be shifted to comply with Texan law. The state’s regulatory and political climate is also less hostile to fossil fuels.
The move comes after Exxon in 2024 sued to block shareholder proposals urging it to address greenhouse gas emissions. The case was dismissed after the investor withdrew their proposal and agreed not to file similar ones again. Last year, Texas introduced rules requiring investors to own at least $1 million in stock to file a proposal, effectively shutting out smaller shareholders.
While the proxy-voting shareholder system is an important part of the broader public company ecosystem, some interest groups have “weaponized” it, CEO Darren Woods said in an interview.
“They have an agenda that is not focused on shareholder value,” he said.
Still, Exxon said it won’t adopt any Texas statutory provisions that weaken shareholder rights compared with New Jersey law, according to the proxy filing.
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Exxon said most of its senior executives and almost a third of its global employees are based in Texas.
Exxon traces its roots to the formation of the Standard Oil Trust, which was incorporated in New Jersey in 1882. Founded by John D. Rockefeller in 1870, Standard Oil became the world’s largest and influential oil producer, controlling most U.S. refineries by the late 19th century. The trust was broken up by a landmark Supreme Court ruling in 1911 to boost competition in the industry. Standard Oil of New Jersey was the largest of the subsequent companies created after the ruling and later rebranded Exxon in 1972.
The company’s links with Texas began in 1919 when Jersey Standard bought a stake in Humble Oil & Refining Co. and its operations quickly grew along with the state’s production. Exxon maintained its headquarters in New York until 1989, when it announced a move to Irving, a suburb of Dallas. Under Woods, Exxon shifted its headquarters again in 2023, this time to the Houston suburb of Spring.
