AGMs 2025: Voting against management at oil and gas companies is the only option

At a time when international climate action is under threat, notably due to the withdrawal of the United States of America from the Paris Agreement and the weakening of European sustainability regulations, temperatures continue to rise [1] and oil and gas companies to develop new projects that contribute to the climate crisis. Far from strengthening their climate plans, some oil and gas majors are taking advantage of the situation to backtrack on their insufficient commitments. Investors urgently need to open their eyes to the ineffectiveness of current shareholder engagement with these companies, and change their methods. Voting against several strategic management-proposed resolutions at 2025 Annual General Meetings is necessary to oppose the fossil fuel expansion plans of oil and gas companies.

The climate responsibility of investors requires them to use their position as shareholders to oppose inadequate climate strategies, especially for those companies that are worsening climate change. They can do so by voting against management-proposed resolutions at these companies’ AGM.

At the end of this article, Reclaim Finance presents detailed voting recommendations for the six largest European oil and gas companies and the two largest US companies. None of these companies has a climate strategy aligned with a credible 1.5°C trajectory.

The oil and gas sector takes the opposite path to transition

The Intergovernmental Panel on Climate Change (IPCC) and the International Energy Agency (IEA) show that new upstream oil and gas projects and new LNG export terminals are not compatible with a 1.5°C world. Yet 95% of companies involved in upstream oil and gas are developing new projects [2] that will exacerbate climate change.

Furthermore, the IEA estimates that oil and gas producers would need to dedicate 50% of their capital expenditure to clean energy projects by 2030 to meet a 1.5°C scenario, in addition to the investments needed to reduce emissions from their operations [3]. However, in 2022, the oil and gas industry invested only 2.5% of its total capital expenditure in clean energy.

Even worse, since 2023, the oil and gas majors have been backtracking on their already weak climate commitments. BP, for example, has significantly revised its strategy, planning an increase in oil and gas production between now and 2030 (compared with a 25% drop previously), a decrease in investments in low-carbon energies, and a weakening of its medium-term decarbonisation targets. Also, TotalEnergies, Eni and Equinor are now planning to increase their oil and gas production over the next few years, compared to a decrease or a stagnation before.

The failure of shareholder engagement with oil and gas companies

Large listed oil and gas companies have been engaged by investors for several years, including through the Climate Action 100+ (CA100+) collaborative initiative and the filing of different shareholder resolutions. However, none of these companies have abandoned their fossil fuel expansion plans, and none have aligned their climate strategy with a 1.5°C trajectory. Some majors are even openly showing their lack of consideration for climate shareholder dialogue, such as BP, that refused to organize a vote on its climate strategy despite a request from 50 investors [4], or TotalEnergies that is no longer organizing a climate vote this year after proposing one for several years.

Some investors are beginning to acknowledge the ineffectiveness of the current engagement, such as the CA100+ lead investor of Equinor, Sarasin Partners, that recently announced its divestment from the company [5].

But investors can also question their engagement methods rather than divesting. Voting against management-proposed resolutions of oil and gas companies is currently under-utilized, even though it has been identified by academic research as an effective lever to influence corporate strategy and governance [6]. Voting against these strategic resolutions on climate grounds sends out the signal that climate is a priority for investors, and that it should be an integral part of corporate strategy. Some major investors, such as Union Investment, now increasingly vote against these resolutions for climate reasons.

Reclaim Finance therefore calls on shareholders of companies developing new oil and gas upstream and midstream projects to vote against the following resolutions:

  • All re-elections of directors, who are responsible for the company’s failure to adopt a science-based climate plan;
  • The remuneration of top executives and directors, also due to their climate responsibility;
  • The consolidated financial statements and the reappointment of the financial auditors, who failed to reflect climate-related financial risks [7] ;
  • The dividend payments and the share buybacks, which prevent the company’s profits from being invested in sustainable energy as a matter of priority.

Reclaim Finance also calls for votes against any Say-on-Climate resolutions by oil and gas developers, and for shareholder resolutions calling for greater climate transparency or climate ambition, even though these resolutions are mostly advisory and therefore not binding for the companies.

Our voting recommendations for the 2025 Annual General Meetings

Time is running out to tackle the climate emergency. Investors must use every tool at their disposal to oppose fossil fuel expansion, starting by voting against strategic management-proposed resolutions.

TotalEnergies, a company with climate-wrecking plans

  • 6th largest upstream oil and gas developer worldwide;
  • 10th largest LNG export terminal developer worldwide;
  •  Aims to increase its oil and gas production by 3% each year by 2030;
  • 33% of its net investments between now and 2030 to be allocated to oil and gas expansion and 38% to oil and gas maintenance, compared with 25% to ‘low-carbon’ energies; 
  • Backtracked in 2024 on its short-term oil and gas production targets and in 2025 on its ‘low -carbon’ investments;
  • Stopped organizing a Say-on-Climate vote after organizing one for several years. 

  Reclaim Finance therefore recommends investors to vote against: 

  • Resolution 6 related to the re-election of director Lise Croteau; 
  • Resolutions 10 to 13 related to the remuneration of top executives and directors; 
  • Resolution 1 related to consolidated financial statements; 
  • Resolutions 3 and 4 related to dividend payments and share buybacks. 

Shell, a company with climate-wrecking plans:

  • 10th largest upstream oil and gas developer worldwide;
  • 9th largest LNG export terminal developer worldwide;
  • Aims to increase its oil and gas production by 1% per year by 2030, relying on growth in gas production;
  • 38% of its investments by 2028 to be allocated to upstream oil and gas and 38% to other oil and gas activities, compared with 12% to ‘low-carbon’ energies;
  • Backtracked in 2023 on its plans to decrease oil production and on its decarbonization targets by 2030.

Reclaim Finance therefore recommends investors to vote against:

  • Resolutions 3 to 14 related to director reelections, in particular resolution 9 related to the re-election of the chair Sir Andrew Mackenzie;
  • Resolution 2 related to the remuneration of directors;
  • Resolutions 1 and 15 related to the consolidated financial statements and the reappointment of the financial auditors;
  • Resolution 20 related to share buybacks.

Reclaim Finance also recommends voting in favour of the shareholder resolution 22 calling for greater transparency on Shell’s liquefied natural gas strategy.

BP, a company with climate-wrecking plans:

  • 14th largest upstream oil and gas developer worldwide; 
  • Aims to increase its oil and gas production to reach 2.3 to 2.5 million boe per day by 2030 
  • 91% of its capital expenditures by 2027 to be allocated to oil, gas and biogas, compared with 6% to ‘low-carbon’ energies; 
  • Major downward revision of its climate strategy announced in 2024, including a decrease in investments in ‘low-carbon’ energies, an increase in oil and gas production, and a weakening of its 2030 decarbonisation targets. 

 Reclaim Finance therefore recommends investors to vote against: 

  • Resolutions 3 to 13 related to the re-election of directors, in particular resolution 3 relating to the re-election of the chair Helge Lund; 
  • Resolution 2 related to the remuneration of directors;
  • Resolutions 1 and 15 related to the consolidated financial statements and the reappointment of the financial auditors;  
  •  Resolution 23 related to share buybacks. 
eni

Eni, a company with climate-wrecking plans:

  • 16th largest upstream oil and gas developer worldwide; 
  • Aims to increase its oil and gas production by 2 to 3% per year by 2030; 
  • 75% of its investments by 2028 to be allocated to oil and gas, compared with 15% to ‘low-carbon’ division; 
  • Backtracked in 2025 on its oil and gas production targets by 2030, and on its investments in renewable energies. 

 Reclaim Finance therefore recommends investors to vote against the following resolutions:

  • Resolutions 4 and 5 related to the remuneration of top executives and directors; 
  • Resolution 1 related to the consolidated financial statements; 
  • Resolutions 2 and 6 related to the dividend payments and the share buybacks.
equinor

Equinor, a company with climate-wrecking plans:

  • 17th largest upstream oil and gas developer worldwide; 
  • Aims to increase its oil and gas production by 10% by 2027 to reach 2.3 millions boe per day, before a slight decrease by 2030 to reach 2.2 millions boe; 
  • 62% of its investments by 2027 to be allocated to oil and gas, compared with 38% to ‘low-carbon’ energies; 
  • Backtracked in 2025 on its oil and gas production targets by 2030, its investments in transition, its renewable capacities and its 2030 carbon intensity target. 

Reclaim Finance therefore recommends investors to vote against the following resolutions:

  • Resolution 19 related to the discharge of the board of directors;
  • Resolution 20 related to the remuneration of top executives and directors;
  • Resolution 6 related to the consolidated financial statements ;
  • Resolutions 7 and 27 related to the dividend payments and the share buybacks.

Reclaim Finance also recommends investors to vote against the resolution 8, know as a “Say-on-Climate” resolution, and in favour of the resolutions 12, 17 and 18 proposed by shareholders and asking for greater climate-related disclosure and action.

Repsol SA

Repsol, a company with climate-wrecking plans:

  • 35th largest upstream oil and gas developer worldwide; 
  • No target to reduce oil and gas production by 2030, plans to maintain production steady 
  • 34% of its net investments by 2027 to be allocated to upstream oil and gas and 32% in other oil and gas activites, compared with 20% to renewable energies. 

Reclaim Finance therefore recommends investors to vote against:

  • Resolutions 11, 12 and 13 related to director reelections ; 
  • Resolution 4 related to the discharge of the board of directors;
  • Resolutions 14, 15, 16 and 17 related to the remuneration of directors; 
  • Resolutions 1 and 5 related to the consolidated financial statements and the reappointment of the financial auditors; 
  • Resolutions 2, 6 and 7 related to the dividend payments.

Reclaim Finance also recommends investors to vote against resolution 3 related to the statement of non-financial information.

Exxon mobil

ExxonMobil, a company with climate-wrecking plans: 

  • 4th largest upstream oil and gas developer worldwide; 
  • 20th largest LNG export terminal worldwide; 
  • Aims to increase its oil and gas production to reach 5.4 millions boe per day by 2030, which is a 25% increase between 2024 and 2030; 
  • No diversification strategy in sustainable energies; 
  • No investments planned in sustainable energies. 

Reclaim Finance therefore recommends investors to vote against:

  • Resolution 1 related to director reelections ; 
  • Resolution 3 related to remuneration of top executives and directors; 
  • Resolution 2 related to the reappointment of the financial auditors.
Chevron Corporation

Chevron, a company with climate-wrecking plans: 

  • 9th largest upstream oil and gas developer worldwide; 
  • Aims to increase its oil and gas production by 6% per year by 2026; 
  • A diversification strategy based partly on gas and non-sustainable energy sources; 
  • No investments planned in sustainable energies. 

Reclaim Finance therefore recommends investors to vote against:

  • Resolution 1 related to director reelections ; 
  • Resolution 3 related to remuneration of top executives and directors; 
  • Resolution 2 related to the reappointment of the financial auditors.

Notes :

  1. According to the European programme Copernicus, 2024 was the warmest year on record globally, and the first calendar year that the average global temperature exceeded 1.5°C above its pre-industrial level.  Copernicus Climate Change Services, January 2025, Copernicus: 2024 is the first year to exceed 1.5°C above pre-industrial level 
  2. Urgewald, November 2024, Global Oil and Gas Exit List 2024 
  3. International Energy Agency, November 2023, The Oil and Gas Industry in Net Zero Transitions 
  4. Responsible Investor, March 2025, Investors slam BP over failure to offer Say on Climate vote 
  5. Reuters, March 2025, Investor co-leading climate talks with Equinor calls time, sells out 
  6. University of Cambridge, Quigley, E. (2023). Evidence-based climate impact: A financial product framework. Energy Research &Amp; Social Science, 105, 103252.  
  7. To properly reflect a company’s financial situation, financial statements must take into account all the risks to which the company is exposed, including the potential material impacts of climate change (physical risks) and the risks associated with global decarbonisation efforts (transition risks). Any new financial asset linked to fossil fuels is likely to suffer a loss of value due to regulatory or market changes related to the transition, and therefore to become a “stranded asset”. Yet oil and gas companies are failing to incorporate these considerations into their accounts, as demonstrated by the Climate Accounting and Audit Assessments included in the CA100+ Net Zero Company Benchmark.  

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2025-05-12T13:13:27+02:00