The agency granted Exxon's request to block a shareholder resolution that would have urged the oil behemoth to adopt and disclose greenhouse gas emissions targets on its business and products in line with the Paris climate accord.
The SEC ruled that the nonbinding proposal, which was backed by investors with $9.5 trillion in assets, would "micromanage" Exxon (XOM) by seeking to impose "specific methods for implementing complex policies" in place of managerial judgment.
The decision deals a blow to momentum in the investment community to coax fossil fuel companies to come to terms with the realities of climate change. Exxon's European rivals have already agreed to adopt similar emissions targets.
But backers of the proposal, including the New York State pension, vowed to keep fighting for change at Exxon and other oil companies.
"We're not going away," New York State Comptroller Thomas DiNapoli, who runs the state's pension fund, told CNN Business. "Don't take a minor setback as defeat. It's part of a longer process."
The New York State Common Retirement Fund, which owned 10.5 million shares of Exxon as of the end of last year, led the Exxon shareholder proposal along with the Church of England's endowment fund. DiNapoli suggested the SEC's position was "influenced" by the Trump administration's climate change skepticism.
"We've had a national administration spend a lot of time denying that climate change is a reality," DiNapoli said.
Exxon declined to comment on the SEC ruling.
Exxon fought 'vague' resolution
The Exxon battle comes after DiNapoli's office and the Church of England won a landmark victory against the world's largest publicly traded oil company two years ago.
More than 60% of Exxon shareholders in May 2017 backed a separate proposal urging the company to do more to disclose the risk it faces from efforts to regulate carbon emissions. Six months after the rare rebuke, Exxon stopped resisting and agreed to reveal these climate risks.
But Exxon fought hard against this latest resolution. In letters to the agency, Exxon strongly urged SEC staff members to confirm they would not recommend punishing the company for leaving the proposal out of its annual proxy vote.
Exxon argued that the proposal is "vague and indefinite," seeks to "micromanage the company" and has already been "substantially implemented."
Exxon pointed to the company's 2018 Energy and Carbon Summary as evidence that it is already doing its part to address the risks of climate change. Exxon pointed to other climate-related steps, including promises to cut emissions, research into fuel cells and biofuels and purchases of wind and solar energy.
And Exxon warned that "unilateral action" disconnected to government policy changes and consumer demand "could harm ExxonMobil's business" and prevent the company from meeting the world's energy needs.
'Unfortunate' ruling by SEC
The SEC ruling isn't a major surprise because the agency recently backed an effort by Devon Energy (DVN) to block a similar proposal. The agency found that the proposal by Devon Energy shareholders would "micromanage" the oil company.
Backers of the proposal and climate groups criticized Exxon for fighting the proposal and the SEC for its decision.
"We think the ruling is both incorrect and unfortunate," Mindy Lubber, CEO of nonprofit sustainability group Ceres, told CNN Business. "We can't get to the goals of Paris without radically reducing fossil fuel use."
Ceres is one of the founding partners of Climate Action 100+, a coalition of 300 investors with $32 trillion in assets raising awareness of climate change risks.
"The SEC has created a very difficult landscape for investors," said Andrew Logan, senior director of oil and gas at Ceres. "On the one hand, you can't make the proposal too vague. You also can't make it overly prescriptive."
European oil majors take different approach
The Exxon victory comes as major corporations are fighting to impose constraints on proxy advisory firms and what they view as "political" resolutions from activist shareholders.
In sharp contrast to US oil giants, European oil companies Royal Dutch Shell (RDSA), BP and Total (TOT) have either agreed to set emissions goals or are in the process of doing so. BP (BP) recently agreed to link the bonuses of 36,000 of its workers to climate change targets. Shell announced this week that it will quit a major US oil lobby because it disagrees with the group's climate change policies.
The divergent approaches reflect the more urgent climate change concerns among European governments, shareholders and citizens.
But the slower pace of change in the US oil industry could prove to be short-sighted if it leaves American companies more exposed to an eventual crackdown on carbon.
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