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8-KThe WireRed Alert

Executive Change · Shareholder Vote

Filed May 31, 2024 · 2y ago · Accession 0000034088-24-000036

Plain English

Material event — a significant development the company must disclose promptly.

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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 29, 2024   Exxon Mobil Corporation (Exact name of registrant as specified in its charter)   New Jersey 1-2256 13-5409005 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   22777 Springwoods Village Parkway , Spring , Texas 77389-1425 (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 Class Trading Symbol on Which Registered Common Stock, without par value XOM New York Stock Exchange 0.142% Notes due 2024 XOM24B New York Stock Exchange 0.524% Notes due 2028 XOM28 New York Stock Exchange 0.835% Notes due 2032 XOM32 New York Stock Exchange 1.408% Notes due 2039 XOM39A New 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 5.07 Submission of Matters to a Vote of Security Holders (a), (b) Exxon Mobil Corporation (the “Company,” “ExxonMobil,” “we,” or “our”) held its Annual Meeting of Shareholders on May 29, 2024. At the meeting, the matters set forth below were submitted for a vote of security holders. As of the close of business on April 3, 2024, which was the record date for the Annual Meeting, 3,942,353,584 shares of ExxonMobil 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 final vote tabulation that certified the voting results as received from the Inspector of Election. Based on the results, at least 3,302,904,215 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 83.8% percent of the shares entitled to be voted. Percentages are based on the total votes cast. Under the corporate law of New Jersey, where we are incorporated, abstentions are not counted as votes cast. 2 The final voting results for the proposals presented at the Annual Meeting were as follows: Proposal 1 – Election of Directors The shareholders elected each of the Board’s twelve director nominees. The votes For and Against, as well as Abstentions and Broker Non-Votes, for each nominee are set forth below. Nominees Votes For % For Votes Against %  Against Abstentions Broker Non-Votes Michael J. Angelakis 2,561,406,060  96.8  % 85,957,490  3.2  % 8,629,460  646,909,456  Angela F. Braly 2,504,926,838  94.6  % 143,368,816  5.4  % 7,689,371  646,909,456  Gregory J. Goff 2,553,087,153  96.4  % 94,632,409  3.6  % 8,275,197  646,909,456  John D. Harris II 2,574,327,842  97.2  % 73,046,147  2.8  % 8,619,181  646,909,456  Kaisa H. Hietala 2,560,110,346  96.7  % 87,539,262  3.3  % 8,342,785  646,909,456  Joseph L. Hooley 2,305,339,973  87.1  % 340,736,593  12.9  % 9,918,193  646,909,456  Steven A. Kandarian 2,554,375,314  96.5  % 92,856,263  3.5  % 8,761,493  646,909,456  Alexander A. Karsner 2,525,992,838  95.4  % 121,261,975  4.6  % 8,737,950  646,909,456  Lawrence W. Kellner 2,549,173,473  96.3  % 97,763,212  3.7  % 9,058,075  646,909,456  Dina Powell McCormick 2,606,634,337  98.4  % 41,114,475  1.6  % 8,244,358  646,909,456  Jeffrey W. Ubben 2,533,220,367  95.7  % 113,917,329  4.3  % 8,855,419  646,909,456  Darren W. Woods 2,425,080,096  91.6  % 222,995,219  8.4  % 7,909,435  646,909,456  The shareholders voted as set forth below on two management proposals: Proposal 2 – Ratification of Independent Auditors: Votes Cast For: 3,197,567,441 97.1  % Votes Cast Against: 96,648,437 2.9  % Abstentions: 8,687,798 Broker Non-Votes: 0 Proposal 3 – Advisory Vote to Approve Executive Compensation: Votes Cast For: 2,431,692,553 92.3  % Votes Cast Against: 203,869,281 7.7  % Abstentions: 20,408,253 Broker Non-Votes: 646,909,456 3 The shareholders voted as set forth below on four shareholder proposals: Proposal 4 – Revisit Executive Pay Incentives for GHG Emission Reductions: Votes Cast For: 44,845,415 1.7  % Votes Cast Against: 2,591,710,537 98.3  % Abstentions: 19,266,391 Broker Non-Votes: 646,909,456 Proposal 5 – Additional Pay Report on Gender and Racial Basis: Votes Cast For: 528,148,196 20.0  % Votes Cast Against: 2,106,469,984 80.0  % Abstentions: 21,185,822 Broker Non-Votes: 646,909,456 Proposal 6 – Report on Plastic Production Under SCS Scenario: Votes Cast For: 546,032,996 20.8  % Votes Cast Against: 2,078,287,997 79.2  % Abstentions: 31,501,754 Broker Non-Votes: 646,909,456 Proposal 7 – Additional Social Impact Report: Votes Cast For: 196,053,322 7.5  % Votes Cast Against: 2,428,440,098 92.5  % Abstentions: 31,495,338 Broker Non-Votes: 646,909,456 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported by the Company in its Form 8-K filed with the U.S. Securities and Exchange Commission on May 3, 2024, Maria S. Dreyfus was elected as a non-employee director of the Company in connection with the acquisition of Pioneer Natural Resources Company. Ms. Dreyfus was not included with the Company’s nominees for election by shareholders at the Company’s annual meeting of shareholders on May 29, 2024 but was re-elected for a full term by the Company’s Board of Directors immediately following the annual meeting of shareholders. Initial Board Committee assignments for Ms. Dreyfus have not been determined at the time of this filing. The Form 8-K filed on May 3, 2024 will be amended to include that information when available. 4 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: May 31, 2024 By: /s/ LEN M. FOX     Len M. Fox     Vice President and Controller (Principal Accounting Officer) 5
Filing details
Ticker
XOM
CIK
34088
Form type
8-K
Filing date
May 31, 2024
Report date
May 29, 2024
Document
xom-20240529.htm
Size
277 KB