In September 2025, ExxonMobil became the first U.S. public company to establish a voluntary retail shareholder voting program using Standing Voting Instructions. Shareholders voted through the program for the first time ahead of the company’s Annual Shareholder Meeting in May 2026.
Just weeks later, shareholders at a much different company, BigBear.ai, also cast votes through this same program. BigBear.ai, a specialized defense and security technology company with about 600 employees and a market capitalization of about $1.3 billion, adopted the same model as ExxonMobil and made it available to shareholders in advance of its own 2026 Annual Meeting of Stockholders in June 2026.
On July 28, 2026, Broadridge Financial Solutions brought together representatives of ExxonMobil and BigBear.ai to discuss their motivations for establishing Standing Voting Instructions programs, their experiences setting up the programs and results so far. These executives joined experts from Broadridge for a wide-ranging and informative conversation in a webinar entitled, Standing Voting Instructions: Issuer Perspectives & Practical Considerations.
In this article, Mark Guth, Investor Relations Manager at ExxonMobil, and Carolyn H. Blankenship, General Counsel and Secretary of BigBear.ai, tell the story of their companies’ launch of Standing Voting Instructions programs that could become a model for other public companies working to increase retail shareholder engagement and participation. They were joined by moderator Paul Washington, President and CEO of the Society for Corporate Governance, and Ryan Wade, General Manager of Corporate Issuer Solutions at Broadridge, who worked in partnership with both companies to develop, launch, and operate their voluntary retail shareholder voting programs.
What you will learn from this article:
The first-year experiences of ExxonMobil and BigBear.ai offer practical insights into how Standing Voting Instructions can support retail shareholder engagement. In this article, readers will learn:
How the model works. This program is a voluntary retail-voting model. ExxonMobil launched the first U.S. program in the Fall of 2025 following an SEC no-action letter, and BigBear.ai followed ahead of its Spring 2026 annual meeting.
Why shareholders remain in control. Participants can establish default voting instructions for most or all matters, while retaining the ability to change or override those instructions, vote conventionally, or opt out at any point during the proxy process.
What early adoption can reveal. As of March 1, 2026, approximately 150 million ExxonMobil shares—roughly 3.5% of shares outstanding—were enrolled in the program. About half of those shares had not voted in the prior year.
What implementation looks like in practice. Effective programs can be supported through straightforward, trusted outreach across email, mail, QR codes, websites, and shareholder-support channels. ExxonMobil operated its program with roughly three part-time employees and Broadridge support, while BigBear.ai did so with a similar level of resources.
Together, these early experiences illustrate both the potential of Standing Voting Instructions to broaden retail participation and the practical considerations issuers should weigh when developing an approach of their own.
The following is an edited summary of the conversation.
Ryan Wade, General Manager of Corporate Issuer Solutions, Broadridge
For the typical publicly traded company in the United States, retail investors hold about 30% of outstanding shares. However, on average, less than 30% of those retail shares are actually voted each year.
Engaging with these retail investors has become a top priority for U.S. issuers. Continued growth in the retail investor base has been driven by several powerful trends, including the rise of individual DIY investors and the growth of online brokerages and other zero-commission trading platforms. Looking ahead, retail investors seem poised to become bigger and even more important because of the great wealth transfer. Today, there are more than 100 million individuals in the U.S. with one or more brokerage accounts. While many of those accounts don’t have a huge amount of assets at the moment, over the next 20 years trillions of dollars will be transferred from Boomers and older Americans to Gen Xers and Millennials. Many of those assets will find their way into retail brokerage accounts, and ultimately into public equity markets.
Those trends have sparked a broad initiative among the industry to increase retail engagement and participation in proxy voting. Large asset managers like BlackRock, Vanguard, and State Street, who collectively hold a stake of about 20% of outstanding public shares and represent about 25% of aggregate shareholder votes, took a big step in that direction when they rolled out pass-through voting programs that effectively transformed what was an institutional vote into a retail one.
The next, and potentially equally consequential step in that development was ExxonMobil’s launch of its Standing Voting Instructions program in September 2025.
Mark Guth, Investor Relations Manager, ExxonMobil
In September 2025, the SEC issued a no-action letter that allowed us to create the Voluntary Retail Voting Program. That program allows shareholders to establish standing voting instructions that apply across multiple annual shareholder meetings to all matters or all matters except contested director elections or M&A transactions that require a shareholder vote. This applies to registered and beneficial retail holders.
If a retail shareholder decides to enroll in the program, they select one of these two options to assign their standing vote instruction. When the definitive proxy is filed, that shareholder’s vote is cast according to the standing instructions. The reason for that timing is to give the individual the full proxy period to change their vote, if they choose to do so. The shareholder retains all existing voting rights through the heritage voting process; the voluntary voting program is a supplement to the heritage voting mechanisms. So, if a shareholder enrolled in the program decides to cast a vote separately, that vote simply overrides their preset voting instruction. Additionally, everyone enrolled in the program gets an annual reminder that they're enrolled, and they can opt out at any time.
Question: What inspired you to launch the Standing Voting Instructions program?
We have a large retail base that’s very supportive of the company. Retail makes up roughly 40% of our total shares outstanding. They vote 90%+ in support of our board recommendations every year.
But participation has always been an issue. Out of that sizable audience, only 25% of our retail investors vote in any typical year. So, retail engagement is something we've been working on for years.
Question: How did it go this year?
We are really excited about the initial response. As of March 1, 2026, we had 150 million shares signed up, which is roughly 3.5% of our total shares outstanding, and the numbers have grown since then.
Going in, my suspicion was that retail shareholders who typically had voted in the past would be the ones most likely to pay attention to the outreach for this program and to sign up for it. We were surprised and really excited to see that roughly 50% of the shares that signed up for our program are shares that did not vote the proxy the prior year.
What this means is we are finding new ways to engage our retail shareholders. One of the beauties of this program is that we can expand the timeline that our retail audience is engaged on voting topics. Historically, we had their attention for roughly a month and a half, from the time we filed the proxy to the time of our annual meeting. Through this program, we've expanded that window. That’s helped us reach parts of our retail base that we hadn't been able to reach in the past, including portions that historically hadn’t voted. I think the program is simplifying things a bit and making life a little easier for shareholders.
Also, about 40% of the shares that signed up for the program still went back and cast a vote during the proxy period, using the heritage voting process. It is one of several data points showing that shareholders signing up for this program are very engaged on the voting topics.
Question: What was entailed in implementing the program?
We're a large company, so there’s probably the notion that we had a large number of people working on this. In reality, we had roughly three people working on it part-time, in addition to the Broadridge team. So, from a resourcing perspective, the lift is not heavy to get this type of program going once companies have decided to move forward with it.
As for implementation, I suggest starting with questions like: What’s the level of understanding that your retail base has about voting? Do they understand why you're asking them to take action on this? And finally, what’s the makeup of the retail base and then how do you reach them?
It is important to find ways to reach retail shareholders through the medium they use, whether that’s email or paper mail. Ultimately, most of our year-one sign-ups came from direct outreach via email or a letter in the mail inviting people to join the program.
Even when people engage with those communications, they still need to take action by clicking on the link or scanning a QR code that takes them to the landing page to opt into the program. In this day and age, when we’re all so sensitive to cybersecurity threats, that was a bottleneck for us. Working with our partners at Broadridge, we innovated. We launched an open enrollment site. Sometimes, when a person receives an email they didn’t ask for, they can be hesitant to click. So, we launched a site that we can point our retail shareholders to, where they can get the invitation to join the program, and it comes from a trusted source.
We also have shared mailboxes, so if our retail shareholders want to reach us with any questions about the program, they can easily do that. Feedback overwhelmingly suggests that shareholders like the program and they understand what we are doing.
Carolyn H. Blankenship, General Counsel and Secretary, BigBear.ai
BigBear.ai is a specialized defense and security technology AI company. We have about 600 employees. Our market cap is about $1.3 billion, and the majority of shares are held by retail shareholders.
Our program followed the same model as Exxon very closely, because since we were adhering to the SEC no-action letter, there was not a lot of room for flexibility. We were very fortunate that Exxon did a fantastic job leading the way here.
BigBear.ai started out as a SPAC in 2021 and we were brought into the public market by a private equity firm that initially held most of our shares. In 2024, that firm made an exit. Suddenly we did not have a majority shareholder, and we had a lot of retail shareholders. Today, the majority of our shares are still held by retail.
When Standing Voting Instructions came along, it seemed like it was a good opportunity for us to increase both the retail shareholder participation and our predictability in future shareholder votes. I was also intrigued because this seemed like a way to innovate in this space, and there are not always a lot of opportunities to do that. As a recovering patent lawyer, I am drawn to innovation in any form.
Question: How did it go?
The take-up (among retail shareholders) was great. The process was satisfying because the folks at Broadridge would let us know on a regular basis how many shareholders were participating. When we first presented the opportunity to our shareholders, we had a very strong response. It trailed off a bit after the initial communications, which is to be expected. Ultimately, we were very happy with participation levels.
We look at the Standing Voting Instructions program as an investment over time. This is not a silver bullet. We're not expecting to get the majority of people signing up in the first year, but hopefully over the course of a number of years, we can continue to build shareholder engagement.
Again, it’s important to reiterate that any shareholder can override their selected instruction at any point, including right before the polls close at the annual general meeting, so they are not locked in. In fact, I believe that some people who had signed up for Standing Voting Instructions voted in the annual general meeting. I think they just wanted to make sure they voted.
Question: What was the process like for setting up the program?
I have a very small legal department. It’s myself and two other superstar lawyers. We did not have a great deal of time to devote to this. Broadridge was very helpful in this regard, and the fact that Exxon did such a good job with the written materials made it all line up really well for us.
The first step was making sure that this was legally appropriate and worth the investment. It’s not like there is a statute that says you can do this. It’s an SEC no-action letter, which is a little different. The biggest issue for me was satisfying myself that we were not going to put ourselves at risk of any material legal or reputational liability. So, I spent time talking to people about this and getting some advice.
Once I was satisfied with those issues, the process started with getting management buy-in. It's always kind of interesting when your lawyer shows up and says, “I want to do something that nobody's ever done before. Let me tell you why I want to do it.” But we are a young company and our management is open to new ideas.
At the same time, we had started working with Broadridge to print our proxy. We hadn't really had a deep relationship with Broadridge before, but we brought them in and they became part of the team that helps manage our shareholder meetings. On that team we’ve got outside counsel, we've got myself, we have our CFO, who has a lot of public company experience, and we just moved Broadridge into that group. At that point, adding Standing Voting Instructions into the mix was pretty straightforward.
Broadridge shared the timeline as to when we needed certain things done for Standing Voting Instructions and we just entered them all into the chart we use for our AGM, so that everyone was on the same page, literally. The support from Broadridge was great. They gave us a project manager, and he kept the trains running on time. It folded into our existing process easily and wasn’t a heavy lift.
Ryan Wade, General Manager of Corporate Issuer Solutions, Broadridge
The biggest lesson from the Standing Voting Instructions programs we’ve launched to date is that companies need to meet retail shareholders where they are. The retail shareholder base can be quite diverse in terms of demographics, age, location, size of holding, investing strategies and how they came to hold shares in the first place. This in turn results in a diverse range of communication preferences. To engage with retail shareholders, companies need an omni-channel strategy. You need to be utilizing everything at your disposal.
It’s important to keep communications clear and concise, and to reduce friction as much as possible while maintaining appropriate security protocols and verification.
The standing voting instruction product is evolving as we go. The original structure of the product was email or paper mail that sends shareholders to a microsite with a verification code, where people can sign up. From there, we added a persistent website to which you can drive shareholders to verify themselves. That gives companies a number of different digital tools that you can use to meet shareholders where they are.
We expect this program to keep evolving. Since the SEC issued its no-action letter, we’ve had about 165 in-bound inquiries from companies interested in learning more about the program. We analyzed those companies and found that interest cut across all sectors and company sizes; it wasn’t just one industry or company profile. We've had interest from companies whose retail ownership is greater than 45% and interest from companies whose retail ownership was 13%. We've also seen meaningful engagement from the law firm community, which is obviously interested in finding out more about how this service might work for clients.
Since launching the program with Exxon, we have continued to onboard new clients and are working closely with them to maximize impact, and I imagine that will continue, and the product will evolve.
