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i5959 Las Colinas Boulevard,iIrving,iTexasi75039-2298
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i972)i940-6000
(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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon Stock, without par value
iXOM
iNew
York Stock Exchange
i0.142% Notes due 2024
iXOM24B
iNew
York Stock Exchange
i0.524% Notes due 2028
iXOM28
iNew
York Stock Exchange
i0.835% Notes due 2032
iXOM32
iNew
York Stock Exchange
i1.408% Notes due 2039
iXOM39A
iNew
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 companyi☐
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.☐
Explanatory Note
iThis
Current Report on Form 8-K/A is being filed by Exxon Mobil Corporation (the “Company” or “ExxonMobil”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the SEC on June 2, 2021 to announce the preliminary results of the Company’s Annual Meeting of Shareholders held on May 26, 2021. This Amendment is being filed to disclose the final, certified voting results received from the independent inspector of election (the “Inspector of Election”) for the Annual Meeting.
Item
5.07
Submission of Matters to a Vote of Security Holdings
(a)
At its Annual Meeting, 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 final vote tabulation
that certified the voting results as received from the Inspector of Election. Based on the results, at least 3,047,661,428 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 72.0% 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.
2
(b)
The final voting results for the proposals presented at the Annual Meeting are as follows:
Proposal 1 – Election of Directors
The
final 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 have been elected to the board with the certification of the final results by the Inspector of Election.
Nominees
Votes For
Votes Withheld
Michael J. Angelakis*
2,796,428,863
46,636,107
Jeffrey
W. Ubben*
2,788,738,768
54,326,219
Ursula M. Burns*
2,753,092,463
61,220,881
Susan K. Avery*
2,748,172,284
94,892,487
Joseph L. Hooley*
2,747,469,168
95,596,019
Angela
F. Braly*
2,709,049,323
134,015,448
Darren W. Woods*
2,686,402,783
156,662,205
Kenneth C. Frazier*
2,685,351,293
157,713,694
Kaisa Hietala**
1,510,819,249
154,384,137
Gregory
J. Goff**
1,425,523,196
239,680,189
Alexander A. Karsner**
1,218,032,919
447,170,467
Steven A. Kandarian*
1,173,176,391
33,438,686
Douglas R. Oberhelman*
1,145,335,462
32,527,746
Wan
Zulkiflee*
1,099,727,702
78,135,506
Samuel J. Palmisano*
1,098,045,723
79,817,485
Anders Runevad**
295,055,259
1,370,148,126
* ExxonMobil Nominees
**
Engine No. 1 Nominees
Proposal 2 –Ratification of Independent Auditors:
Votes Cast
For:
2,932,636,122
96.7
%
Votes Cast Against:
99,282,004
3.3
%
Abstentions:
15,743,302
Broker
Non-Votes:
0
Proposal 3 – Advisory Vote to Approve Executive Compensation:
Votes
Cast For:
2,476,571,665
88.6
%
Votes Cast Against:
318,289,746
11.4
%
Abstentions:
48,209,356
Broker
Non-Votes:
204,590,661
3
The shareholders voted as set forth below on seven shareholder proposals:
Proposal
4 – Independent Chairman:
Votes Cast For:
640,399,934
23.0
%
Votes Cast Against:
2,146,285,341
77.0
%
Abstentions:
56,383,360
Broker
Non-Votes:
204,592,793
Proposal 5 – Special Shareholder Meetings:
Votes
Cast For:
575,682,260
20.7
%
Votes Cast Against:
2,201,869,356
79.3
%
Abstentions:
65,516,778
Broker
Non-Votes:
204,593,034
Proposal 6 – Report on Scenario Analysis
Votes
Cast For:
1,371,200,560
49.4
%
Votes Cast Against:
1,403,256,862
50.6
%
Abstentions:
68,610,428
Broker
Non-Votes:
204,593,578
Proposal 7 – Report on Environmental Expenditures:
Votes
Cast For:
146,891,373
5.3
%
Votes Cast Against:
2,640,966,303
94.7
%
Abstentions:
55,211,065
Broker
Non-Votes:
204,592,686
Proposal 8 – Report on Political Contributions:
Votes
Cast For:
845,157,527
30.3
%
Votes Cast Against:
1,947,152,972
69.7
%
Abstentions:
50,759,124
Broker
Non-Votes:
204,591,805
Proposal 9 – Report on Lobbying:
Votes
Cast For:
1,564,619,207
56.1
%
Votes Cast Against:
1,224,381,062
43.9
%
Abstentions:
54,067,528
Broker
Non-Votes:
204,593,631
Proposal 10 – Report on Climate Lobbying:
Votes
Cast For:
1,789,297,091
64.2
%
Votes Cast Against:
998,403,223
35.8
%
Abstentions:
55,345,826
Broker
Non-Votes:
204,615,288
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.