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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 31, 2023
 
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 5.07
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 31, 2023. At the meeting, the matters set forth below were submitted for a vote of security holders.

As of the close of business on April 5, 2023, which was the record date for the Annual Meeting, 4,042,380,243 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 3,359,371,543 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 83.1% percent of the shares entitled to be voted. Percentages are based on the total votes cast. Under the corporate law of New Jersey, where we are incorporated, abstentions are not counted as votes cast.
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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.

NomineesVotes
For		%
For		Votes
Against		%
 Against		AbstentionsBroker
Non-Votes
Michael J. Angelakis2,587,975,707 96.4 %95,149,469 3.6 %11,384,201 664,860,161 
Susan K. Avery2,505,077,329 93.3 %179,632,955 6.7 %9,772,829 664,860,161 
Angela F. Braly2,590,266,361 96.5 %94,100,769 3.5 %10,142,325 664,860,161 
Gregory J. Goff 2,639,877,914 98.6 %38,686,483 1.4 %15,943,248 664,860,161 
John D. Harris II2,638,407,196 98.3 %45,087,828 1.7 %11,014,328 664,860,161 
Kaisa H. Hietala2,633,689,634 98.4 %44,045,067 1.6 %16,775,281 664,860,161 
Joseph L. Hooley2,441,699,658 91.0 %242,842,035 9.0 %9,966,548 664,860,161 
Steven A. Kandarian2,577,295,266 96.0 %106,779,689 4.0 %10,432,853 664,860,161 
Alexander A. Karsner2,589,852,813 96.5 %94,590,674 3.5 %10,065,895 664,860,161 
Lawrence W. Kellner2,648,325,160 98.7 %35,958,718 1.3 %10,223,876 664,860,161 
Jeffrey W. Ubben2,611,172,785 97.3 %73,101,922 2.7 %10,236,640 664,860,161 
Darren W. Woods2,488,149,233 92.7 %194,882,302 7.3 %11,479,847 664,860,161 



The shareholders voted as set forth below on three management proposals:

Proposal 2 – Ratification of Independent Auditors:
Votes Cast For:3,258,039,76197.3 %
Votes Cast Against:89,788,3382.7 %
Abstentions:11,533,621
Broker Non-Votes:0

Proposal 3 – Advisory Vote to Approve Executive Compensation:
Votes Cast For:2,420,413,65390.5 %
Votes Cast Against:252,837,6579.5 %
Abstentions:21,259,179
Broker Non-Votes:664,860,161

Proposal 4 – Frequency of Advisory Vote on Executive Compensation:
Votes Cast for One-Year Frequency:2,596,422,54196.8 %
Votes Cast for Two-Years Frequency:15,162,4640.6 %
Votes Cast for Three-Years Frequency:70,299,5292.6 %
Abstentions:12,602,789
Broker Non-Votes:664,860,161
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The shareholders voted as set forth below on twelve shareholder proposals:

Proposal 5 – Establish a New Board Committee on Decarbonization Risk:
Votes Cast For:42,112,0641.6 %
Votes Cast Against:2,619,589,88198.4 %
Abstentions:32,794,986
Broker Non-Votes:664,860,161

Proposal 6 – Reduce Executive Stock Holding Period:
Votes Cast For:59,057,8032.2 %
Votes Cast Against:2,613,384,16197.8 %
Abstentions:22,054,060
Broker Non-Votes:664,860,161

Proposal 7 – Additional Carbon Capture and Storage and Emissions Report:
Votes Cast For:139,021,3025.2 %
Votes Cast Against:2,518,807,41194.8 %
Abstentions:36,673,708
Broker Non-Votes:664,860,161

Proposal 8 – Additional Direct Methane Measurement:
Votes Cast For:958,227,19536.4 %
Votes Cast Against:1,676,242,94663.6 %
Abstentions:60,034,896
Broker Non-Votes:664,860,161

Proposal 9 – Establish a Scope 3 Target and Reduce Hydrocarbon Sales:
Votes Cast For:276,423,31710.5 %
Votes Cast Against:2,360,707,48389.5 %
Abstentions:57,369,380
Broker Non-Votes:664,860,161

Proposal 10 – Additional Report on Worst-case Spill and Response Plans:
Votes Cast For:352,537,16513.3 %
Votes Cast Against:2,299,323,58886.7 %
Abstentions:42,643,451
Broker Non-Votes:664,860,161

Proposal 11 – GHG Reporting on Adjusted Basis:
Votes Cast For:458,064,99418.4 %
Votes Cast Against:2,033,618,23981.6 %
Abstentions:202,826,612
Broker Non-Votes:664,860,161


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Proposal 12 – Report on Asset Retirement Obligations Under IEA NZE Scenario:
Votes Cast For:423,834,37516.0 %
Votes Cast Against:2,228,985,16584.0 %
Abstentions:41,680,450
Broker Non-Votes:664,860,161

Proposal 13 – Report on Plastics Under SCS Scenario:
Votes Cast For:652,393,80825.3 %
Votes Cast Against:1,923,852,32374.7 %
Abstentions:118,264,289
Broker Non-Votes:664,860,161

Proposal 14 – Litigation Disclosure Beyond Legal and Accounting Requirements:
Votes Cast For:240,316,2899.1 %
Votes Cast Against:2,411,576,62890.9 %
Abstentions:42,616,382
Broker Non-Votes:664,860,161

Proposal 15 – Tax Reporting Beyond Legal Requirements:
Votes Cast For:362,470,34913.6 %
Votes Cast Against:2,307,000,84686.4 %
Abstentions:25,027,242
Broker Non-Votes:664,860,161

Proposal 16 – Energy Transition Social Impact Report:
Votes Cast For:413,922,89016.6 %
Votes Cast Against:2,083,626,40983.4 %
Abstentions:196,961,122
Broker Non-Votes:664,860,161


(d)

ExxonMobil will include an advisory vote on executive compensation in our proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.
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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 6, 2023By:/s/ LEN M. FOX
  Len M. Fox
  Vice President and Controller
(Principal Accounting Officer)
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