Exxon Mobil Corp., whose New Jersey roots reach back 144 years, announced March 10 that its board of directors has unanimously recommended shareholders approve changing the company’s legal domicile from New Jersey to Texas.
The board concluded that aligning ExxonMobil’s legal domicile with where its leadership and core operations have been based since 1989 will benefit shareholders.
“Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value,” said Darren Woods, ExxonMobil chairman and chief executive officer. “Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.”
In making its recommendation, the board considered Texas’ legal and regulatory environment, including what it called its modernized business statutes and the Texas Business Court, which is designed to resolve complex disputes efficiently. When corporate decisions are challenged, Texas courts are required to apply clear, statute-based standards, which support sound decision-making.
The proposed redomiciliation will not affect business operations, management, strategy, assets, or employee locations. Nor will changing ExxonMobil’s legal domicile reduce shareholder rights. The board determined that shareholder rights under Texas law are largely comparable to those under New Jersey law – and in some areas stronger. ExxonMobil has no plans to adopt elective provisions under Texas law that would diminish shareholder rights currently in place.
The proposed redomiciliation is detailed in ExxonMobil’s preliminary proxy statement filed Tuesday, March 10, with the Securities and Exchange Commission. Shareholders will be asked to vote on the proposal at the upcoming 2026 annual meeting of shareholders.
ExxonMobil’s connection to New Jersey dates back to the 1882 incorporation of Standard Oil of New Jersey, operated by John D. Rockefeller. Standard Oil opened the Bayway Refinery in Linden in 1909, becoming one of the largest refineries on the East Coast. The refinery is on the border of Linden and Elizabeth and has been involved in environmental litigation in the 1990s.
Standard Oil eventually changed its name to Exxon and then ExxonMobil. It is now owned and operated by Phillips 66. ExxonMobil’s board of directors has not held a meeting in New Jersey for more than 40 years.
ExxonMobil moved its headquarters to Texas in 1989. Texas serves as the center of the company’s executive leadership, corporate functions, major research facilities, and U.S. workforce. About 30% of ExxonMobil’s global employees are located in Texas, and approximately 75% of the company’s U.S. employees work in Texas.
