When the Securities and Exchange Commission released a rare Report of Investigation on 7 October 2026, it examined how BlackRock, Vanguard and State Street had worked alongside Climate Action 100+, a climate-focused investor coalition, before ExxonMobil’s 2021 shareholder meeting. The three managers have large passive funds and hold leading stakes across S&P 500 companies, giving their votes considerable weight in corporate governance.
The SEC said it would not charge the firms over their actions around the ExxonMobil meeting. Its report nevertheless warned asset managers against collaborating on activist campaigns, saying some approaches to environmental issues could bring more costly reporting requirements.
The regulatory machinery at issue is the availability of cheaper reporting forms for eligible investors. The SEC said membership of an organisation whose stated purpose is to change or influence control of a particular issuer by promoting dissident directors “could be a factor in the loss of eligibility to use cheaper forms of reporting.”
The episode began with BlackRock’s decision to join Climate Action 100+ in 2020. Before ExxonMobil’s 2021 shareholder meeting, the coalition aligned with activist hedge fund Engine No. 1, which had put forward a slate of dissident directors. BlackRock, Vanguard and State Street each backed some of those directors at the meeting.
That vote is now a bellwether for the SEC’s enforcement approach to coordinated shareholder action. The agency’s warning followed its investigation into the ExxonMobil board ouster episode.
A 2024 report by a Republican-led congressional committee showed that BlackRock and State Street had worried that joining Climate Action 100+ could create antitrust concerns or damage their image. Vanguard had already become the first of the three firms to leave a separate fund-industry climate group in 2022, saying it needed independence.
BlackRock largely stepped back from Climate Action 100+ in early 2024, citing legal considerations. State Street left the coalition in early 2024. Vanguard never joined Climate Action 100+.
Michael Boudett is general counsel at Ceres, the sustainability nonprofit that coordinates Climate Action 100+’s work in North America. The SEC division involved is led by Jim Moloney, director of the Division of Corporation Finance.
The report arrives as the SEC seeks to tighten the channels through which activists influence companies and reshape or curtail the shareholder-proposal process. Last year, the agency tightened reporting guidance for fund managers pressing companies on environmental, social and governance issues. After returning to office in 2025, US President Donald Trump issued executive orders pressuring companies to abandon ESG considerations.
The SEC currently has two Republican members, including its chairman, Paul Atkins.
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