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XOM Exxon Mobil

Filed: 2 Jun 21, 4:06pm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 26, 2021
 
Exxon Mobil Corporation
(Exact name of registrant as specified in its charter)
 
New Jersey1-225613-5409005
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 5959 Las Colinas Boulevard, Irving, Texas 75039-2298
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (972) 940-6000
 
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
  Name of Each Exchange
Title of Each ClassTrading Symbolon Which Registered
Common Stock, without par valueXOMNew York Stock Exchange
0.142% Notes due 2024XOM24BNew York Stock Exchange
0.524% Notes due 2028XOM28New York Stock Exchange
0.835% Notes due 2032XOM32New York Stock Exchange
1.408% Notes due 2039XOM39ANew York Stock Exchange
 

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07Submission of Matters to a Vote of Security Holdings

(a)

Exxon Mobil Corporation (the “Company” or “ExxonMobil”) held its Annual Meeting of Shareholders on May 26, 2021, at which the matters set forth below in response to Item 5.07(b) were submitted to a vote of security holders.

As of the close of business on March 29, 2021, the record date for the Annual Meeting, 4,233,538,767 shares of the Company’s common stock, without par value (“Common Stock”), were outstanding and entitled to vote.

Set forth below are the proposals voted upon at the Annual Meeting, and the estimated preliminary voting results reported by the Company’s proxy solicitor, MacKenzie Partners, Inc. (the “Proxy Solicitor”), based on the information available to the Proxy Solicitor. Based on the estimated preliminary results from the Proxy Solicitor and subject to the qualifications set forth herein, at least 2,842,090,241 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing more than 67.1% percent of the shares entitled to be voted. Percentages are based on the total votes cast. Under the corporate law of New Jersey, where ExxonMobil is incorporated, abstentions are not votes cast. Broker non-votes are not separately reported.

The numbers depicted as votes cast on each proposal and with respect to the voting for and withheld on the contested director election are only estimates and may not reflect the actual results, which are being tabulated by the independent inspector of election (the “Inspector of Election”). The Inspector of Election is the only person who will be able to count, tabulate and validate the votes to reflect, among other items: the net effect of legal proxies and other ballots or proxy cards voted at the Annual Meeting; the proxy votes received by Engine No. 1; any reconciliations between votes submitted on the blue card vs. the white card (including cases in which shareholders may have voted both cards or a later-dated proxy revoked a prior vote); the votes cast on behalf of the custodian banks and brokers by Broadridge Financial Solutions ("Broadridge") and votes cast through certain other intermediaries who do not participate in the proxy voting system maintained by Broadridge.

These preliminary voting results will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election. At this time, the Company does not know when the Inspector of Election will complete his work and then be able to certify the Annual Meeting vote results. There can be no assurance that the outcome of the final results will be consistent with the outcome of the estimated vote results indicated on this Form 8-K.

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(b)    

The estimated preliminary voting results from the Proxy Solicitor for the proposals presented at the Annual Meeting are as follows:

Proposal 1 – Election of Directors

The estimated preliminary votes in Favor and Withheld for each nominee, by order of the votes For each nominee, are set forth below. The twelve nominees with the most votes in favor will be elected to the board after certification of the final results by the Inspector of Election.

NomineesVotes ForVotes Withheld
Michael J. Angelakis*2,795,977,247 46,112,993 
Jeffrey W. Ubben*2,788,399,718 53,690,522 
Ursula M. Burns*2,780,709,604 61,380,636 
Joseph L. Hooley*2,757,824,558 84,265,683 
Susan K. Avery*2,747,648,791 94,441,450 
Angela F. Braly*2,708,193,493 133,896,747 
Kenneth C. Frazier*2,684,683,067 157,407,173 
Darren W. Woods*2,674,761,694 167,328,547 
Kaisa Hietala**1,516,288,928 118,756,243 
Gregory J. Goff**1,429,068,516 205,976,655 
Alexander A. Karsner**1,188,343,388 446,701,783 
Douglas R. Oberhelman*1,174,445,208 32,599,861 
Steven A. Kandarian*1,173,545,328 33,499,741 
Wan Zulkiflee*1,128,703,149 78,341,921 
Samuel J. Palmisano*1,127,243,352 79,801,717 
Anders Runevad**272,113,248 1,362,931,923 
* ExxonMobil Nominees
** Engine No. 1 Nominees

Proposal 2 – Ratification of Independent Auditors:
Votes Cast For:2,932,727,074 96.8 %
Votes Cast Against:98,410,005 3.2 %
Abstentions:15,532,899 

Proposal 3 – Advisory Vote to Approve Executive Compensation:
Votes Cast For:2,467,959,717 88.3 %
Votes Cast Against:326,696,514 11.7 %
Abstentions:47,433,958 


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The shareholders voted as set forth below on seven shareholder proposals:

Proposal 4 – Independent Chairman:
Votes Cast For:605,287,850 22.1 %
Votes Cast Against:2,139,304,007 77.9 %
Abstentions:97,498,145 

Proposal 5 – Special Shareholder Meetings:
Votes Cast For:570,342,592 20.8 %
Votes Cast Against:2,165,517,003 79.2 %
Abstentions:106,230,163 

Proposal 6 – Report on Scenario Analysis
Votes Cast For:1,335,259,043 48.9 %
Votes Cast Against:1,397,442,071 51.1 %
Abstentions:109,389,104 

Proposal 7 – Report on Environmental Expenditures:
Votes Cast For:142,754,351 5.2 %
Votes Cast Against:2,602,828,237 94.8 %
Abstentions:96,507,614 

Proposal 8 – Report on Political Contributions:
Votes Cast For:838,542,434 30.5 %
Votes Cast Against:1,911,320,273 69.5 %
Abstentions:92,227,479 

Proposal 9 – Report on Lobbying:
Votes Cast For:1,527,934,642 55.6 %
Votes Cast Against:1,218,752,700 44.4 %
Abstentions:95,402,850 

Proposal 10 – Report on Climate Lobbying:
Votes Cast For:1,752,779,954 63.8 %
Votes Cast Against:992,506,297 36.2 %
Abstentions:96,781,076 
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SIGNATURE
 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 EXXON MOBIL CORPORATION
   
   
Date: June 2, 2021By:/s/ LEN M. FOX
  Len M. Fox
  Vice President and Controller
(Principal Accounting Officer)
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