On May 12 and May 15, 2026, ExxonMobil filed two DEFA14A supplemental proxy disclosures — the May 12, 2026 letter directed at Glass Lewis (accession 0001193125-26-219320) and the May 15, 2026 letter directed at ISS (accession 0001193125-26-226496) — criticizing both proxy advisers’ recommendations against ExxonMobil’s New Jersey→Texas redomiciliation proposal. ExxonMobil alleges — in a regulatory-filing form — an undisclosed Category 4 conflict (litigation- and regulatory-posture conflict) arising from ISS’s ongoing federal litigation against the Texas Attorney General. ExxonMobil’s filings further state that, since S.B. 2337’s enactment, ISS had recommended against every identified Texas redomiciliation reviewed by the company. SMU CGI treats both as issuer-side allegations in regulatory-filing form. They are primary sources for what ExxonMobil said; they are not adjudicated findings of conflict or undisclosed bias.17
Independent contemporaneous reporting (which SMU CGI cites as secondary context, not as the URL target for the filings themselves): Exxon Blasts Proxy Advisers for Conflict of Interest in Fight Over Texas Move, Wall Street Journal (May 21, 2026) (Eaton); Texas AG Files Lawsuit Against ISS in Ongoing Proxy Battle, Responsible Investor (May 21, 2026).18
8.1 Federal proxy-advice rule history — NAM v. SEC
Layer 05 also tracks the federal proxy-advice rule history. The operative provisions are: 17 C.F.R. § 240.14a-2(b)(9) (the SEC’s 2020 notice-and-awareness amendments codifying proxy-advisor obligations); the SEC’s July 2022 final rule rescinding key 2020 provisions; and National Association of Manufacturers v. SEC, No. 22-51069 (5th Cir. June 26, 2024), which vacated the 2022 rescission in part as arbitrary and capricious and remanded to the Commission. The Fifth Circuit’s vacatur reached the 2022 rescission of the 2020 notice-and-awareness conditions; the current operative status of the proxy-advice framework is a matter of the Commission’s post-remand position rather than automatic reinstatement of the 2020 rule.19
The controlling appellate word on the threshold question now comes from Institutional Shareholder Services Inc. v. SEC, No. 24-5105 (D.C. Cir. July 1, 2025) (Henderson, J.): proxy-voting advice rendered by a third party for a fee falls outside the Exchange Act’s definition of “solicitation” — “It is simply a recommendation.” The decision affirms the district court and reframes the post-NAM remand: whatever the Commission does with the 2020 conditions, paid proxy advice itself is not solicitation, which is the doctrinal foundation on which every disclosure-mandate design — federal or state — now has to build.