SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
EXXON CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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or Item 22(a)(2) of Schedule 14A.
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[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Notes:
[EXXON LOGO]
225 E. John W. Carpenter Freeway
Irving, TX 75062-2298
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders which
will be held in Fort Worth, Texas, on Wednesday, April 26, 1995.
By attending the meeting, you will have an opportunity to hear a report on
the operations of your Corporation and to meet your directors and executives.
This booklet includes the notice of the meeting and the proxy statement which
contains information about the functions of your Board of Directors and its
committees and personal information about each of the nominees for the Board.
It also includes one Board of Directors proposal and two shareholder proposals,
with the Board's position on each.
It is important that your shares be represented at the meeting regardless of
the size of your holdings. I urge you to complete, sign, date, and return your
proxy card promptly.
If you plan to attend the meeting and are a shareholder of record, please
mark your proxy card in the space provided for that purpose. An admission
ticket is included with the proxy card for each shareholder of record. However,
if your shares are not registered in your own name, please advise the
shareholder of record (your bank, broker, etc.) that you wish to attend. That
firm must provide you with evidence of your ownership which will enable you to
gain admittance to the meeting.
A report on the annual meeting will be included in the June issue of Exxon
Perspectives, the Corporation's quarterly report to shareholders.
Sincerely yours,
[SIGNATURE OF LEE R. RAYMOND LOGO]
L. R. RAYMOND
Chairman of the Board
March 10, 1995
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY CARD IN THE
ENCLOSED ENVELOPE
Notice of
Annual Meeting
of
Shareholders
The annual meeting of shareholders of the Corporation will be held at the
Fort Worth/Tarrant County Convention Center Theatre, 1111 Houston Street, Fort
Worth, Texas, on Wednesday, April 26, 1995, beginning at 10:00 a.m., Central
Daylight Time, for the following purposes:
to elect directors;
to consider and act upon:
. a proposal concerning ratification of the appointment of independent
public accountants, which is RECOMMENDED by the Board of Directors;
. the shareholder proposals set forth on pages 16 and 17, which are OPPOSED
by the Board of Directors; and
to transact any other business which properly may be brought before the
meeting.
Shareholders of record at the close of business on February 27, 1995 will be
entitled to vote at the meeting.
By order of the Board of Directors,
[SIGNATURE OF T. P. TOWNSEND LOGO]
T. P. TOWNSEND
Secretary
Exxon Corporation
225 E. John W. Carpenter Freeway
Irving, TX 75062-2298
March 10, 1995
Proxy Statement
TABLE OF CONTENTS
page
General Information........................................................ 1
Board of Directors......................................................... 2
Election of Directors...................................................... 4
Executive Compensation..................................................... 9
Board of Directors Proposal
Ratification of the appointment of independent public accountants......... 15
Shareholder Proposals
Annual meeting date....................................................... 16
Mining operations......................................................... 16
Additional Information..................................................... 18
GENERAL INFORMATION
Attendance at the annual meeting of shareholders is limited to shareholders
of record or their proxies, beneficial owners of Exxon stock having evidence of
ownership, and guests of the Corporation.
Any shareholder or shareholder's representative who, because of a disability,
may need special assistance or accommodation to allow him or her to participate
at the annual meeting of shareholders may request reasonable assistance or
accommodation from the Corporation by contacting Exxon Corporation, Investor
Relations Department, P.O. Box 160369, Irving, TX 75016-0369, (214) 444-1157.
To provide the Corporation sufficient time to arrange for reasonable
assistance, please submit all requests by April 13, 1995.
Consideration of certain matters, such as the election of directors, is
required at the annual meeting. In addition, by submitting a proposal to the
Corporation on a timely basis, a shareholder may present any proposal which is
a proper subject for inclusion in the proxy statement and for consideration at
the annual meeting.
Shareholder Proposals for 1996 Annual Meeting
Under the current rules of the Securities and Exchange Commission, in order
to be included in proxy material for the 1996 annual meeting, a proposal must
be received by the Corporation by the close of business on November 10, 1995.
It is suggested that a proponent submit any proposal by Certified Mail--Return
Receipt Requested. Detailed information for submitting a proposal will be
provided upon written request to the Secretary of the Corporation.
Voting
It is the policy of the Corporation that all proxy (voting instruction) cards
and ballots, which identify shareholders, be kept secret. Proxy cards are
returned in envelopes addressed to the independent tabulator who receives,
inspects, and tabulates the proxies. Individual-voted proxies and ballots are
not seen by, nor reported to, the Corporation, except in cases where
shareholders write comments on their proxy cards or in limited circumstances,
such as a proxy solicitation in opposition to the Board of Directors.
The accompanying proxy card is designed to permit each shareholder of record
at the close of business on February 27, 1995 to vote in the election of
directors and on the proposals described in this proxy statement. If a
shareholder is a participant in Exxon's Shareholder Investment Program, the
proxy will be used for voting instructions for the number of full shares in the
Shareholder Investment Program account as well as shares registered in the
participant's name. Shares in the Exxon Thrift Fund are registered in the name
of the Trustee-Thrift Fund. A separate proxy must be used for voting
instructions for those shares held in a participant's Thrift Fund Account.
The proxy card provides space for a shareholder to withhold voting for any or
all nominees for the Board of Directors or to abstain from voting for any
proposal if the shareholder chooses to do so. Other than the election of
directors, which requires a plurality of the votes cast, each matter to be
submitted to the shareholders requires the affirmative vote of a majority of
the votes cast at the meeting. For purposes of determining the number of votes
cast with respect to any voting matter, only those cast "for" or "against" are
included. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
When a signed proxy card is returned with choices specified with respect to
voting matters, the shares represented are voted by the Proxy Committee in
accordance with the shareholder's instructions to the tabulator. That Committee
consists of five directors whose names are listed on the proxy card. A
shareholder wishing to name as his or her proxy someone other than those
designated on the proxy card may do so by crossing out the names of the five
designated proxies and inserting the name of another person to act as his or
her proxy. In that case, it will be necessary for the shareholder to sign the
proxy card and deliver it to the person named and for the person so named to be
present and vote at the meeting. Proxy cards so marked should not be mailed
directly to the independent tabulator or the Corporation.
If a signed proxy card is returned and the shareholder has made no
specifications with respect to voting matters, the shares will be voted for the
nominees for director identified on pages 4 through 8, for the Board of
Directors proposal described on pages 15 and 16, and against the shareholder
proposals described on pages 16 and 17. A shareholder who has returned a proxy
card may revoke it at any time before it is voted at the meeting by executing a
later-dated proxy, by voting by ballot at the meeting, or by filing with the
Inspectors of Election an instrument of revocation.
Annual Report
Securities and Exchange Commission rules require that an annual report
precede or accompany proxy material. More than one annual report need not be
sent to the same address, if the recipient agrees. If more than one annual
report is being sent to your address, at your request, mailing of the duplicate
copy to the account you select will be discontinued. You may so indicate in the
space provided on the proxy card.
1
BOARD OF DIRECTORS
The Board met eleven times in 1994. It meets regularly to review significant
developments affecting Exxon and to act on matters requiring Board approval.
The average attendance of the directors during 1994 at the aggregate of the
total number of meetings of the Board and committees of the Board was 99%. The
Board reserves certain powers and functions to itself; in addition, it has
requested that the Chief Executive Officer refer certain matters to it. The
Board normally considers dividend action in January, April, July, and October.
At its February meeting, it reviews and approves the annual report to
shareholders for the prior year, the annual report on Form 10-K to be filed
with the Securities and Exchange Commission, and the proxy material for the
forthcoming annual meeting of shareholders. In November, it normally reviews
Exxon's capital investment plans for the coming years.
The directors are elected annually by the shareholders of the Corporation.
Twelve are to be elected for the coming year. All nominees are presently
serving as directors. All current nominees were elected at the last annual
meeting of shareholders with the exception of James R. Houghton who was elected
a director by the Board on June 29, 1994.
Nine of the nominees are not Exxon employees. They include business
executives, a senior marine scientist, and an educator with extensive
administrative experience. The other three nominees are Exxon executive
officers with broad service and experience in a variety of the Corporation's
worldwide activities. Personal information for each nominee is given in the
"Election of Directors" section of this proxy statement. Nonemployee directors
cannot stand for reelection after they have reached age 70.
Employee directors are not compensated for services as a director.
Nonemployee directors receive annual compensation at the rate of $40,000
(increased from $35,000, effective January 1, 1995) and a fee of $1,500
(increased from $1,250, effective January 1, 1995) for each Board of Directors
and Board committee meeting attended. Exclusive of service on the Executive
Committee, they also receive annual compensation at the rate of $3,000 for each
Board committee membership and an additional $5,000 for serving as chairman of
a Board committee. Nonemployee directors are given the opportunity to elect to
defer all or part of their compensation and fees.
Under the shareholder-approved Restricted Stock Plan for Nonemployee
Directors ("Plan"), each person who becomes a nonemployee director for the
first time is granted an award of 1,500 shares of restricted Common Stock
effective as of the date the individual becomes a nonemployee director. Each
incumbent nonemployee director also is granted an award of 200 shares of
restricted Common Stock at the beginning of each year. The Board has the power
to discontinue granting awards under the Plan at any time.
The shares of restricted Common Stock are registered in the nonemployee
director's name but held by the Corporation and, while restricted, are
nontransferable. The nonemployee director receives cash dividends and has
voting rights during the restricted period. The restricted period expires at
the earlier to occur of the nonemployee director's normal termination of
service on the Board (1) after reaching the age (currently 70) at which the
nonemployee director may no longer stand for reelection or (2) by reason of
disability or death.
Upon expiration of the restricted period, the nonemployee director will
receive the shares free of all restrictions. Should a nonemployee director
cease to be a member of the Board during the restricted period, all of the
shares of restricted Common Stock then held will be forfeited to the
Corporation.
Committees of the Board
The Board has established a number of standing committees to assist it in the
discharge of its responsibilities. The principal responsibilities of each
committee are described in the succeeding paragraphs. Actions taken by any
committee of the Board are reported to the Board of Directors, usually at its
next meeting or by written report. Respective memberships on the various
standing committees are identified in the annual report and in the personal
information on each director in this proxy statement.
The Audit Committee, composed of five directors who are not employees of
Exxon or its affiliates, met three times in 1994. Each year it recommends the
appointment of a firm of independent public accountants to examine the
financial statements of the Corporation and its subsidiaries for the coming
year. In making this recommendation, it reviews the nature of audit services
rendered, or to be rendered, to Exxon and its subsidiaries by the independent
public accountants and also reviews the nature of nonaudit-related services
rendered to the Corporation and its subsidiaries. It reviews with
representatives of the independent public accountants the auditing arrangements
and scope of the independent public accountants' examination of the financial
statements, results of those audits, their fees, and any problems identified by
the independent public accountants regarding internal accounting controls,
together with their recommendations. It also meets with Exxon's Controller and
the General Auditor to review reports on the functioning of Exxon's programs
for compliance with its policies and procedures regarding ethics and those
regarding financial controls and internal auditing. This includes an assessment
of internal controls
2
within the Corporation and its subsidiaries based upon the activities of
Exxon's internal auditing staffs as well as an evaluation of the performance of
those staffs. The Committee is also prepared to meet at any time upon request
of the independent public accountants, the Controller, or the General Auditor
to review any special situation arising in relation to any of the foregoing
subjects.
The Board Advisory Committee on Contributions consists of five directors. It
met three times in 1994 to review, among other matters, the general levels and
areas of Exxon's financial support for public service programs, including the
Corporation's contributions to the Exxon Education Foundation, which supports
programs to improve the quality of education.
The Board Compensation Committee, consisting of four directors who are not
employees of Exxon or its affiliates, met eight times in 1994. The Chief
Executive Officer and President do not attend Board Compensation Committee
meetings, except upon invitation by the chairman of the Committee. This
Committee makes recommendations to the Board of Directors as to the salaries of
the Chairman of the Board and the President, sets the salaries of the other
elected officers, and reviews salaries of certain other senior executives. It
grants incentive compensation to elected officers and other senior executives
and reviews guidelines for the administration of Exxon's incentive programs. It
also reviews and approves or makes recommendations to the Board of Directors on
any proposed plan or program which would benefit primarily the senior executive
group. Each year the Committee reviews an independent analysis, prepared by a
leading public accounting firm, of the competitiveness of Exxon's top
management compensation and reviews summary results of various salary surveys,
as well as competitive data developed by Exxon's executive compensation staff.
The Nominating Committee, which met twice in 1994, consists of five directors
who are not employees of Exxon or its affiliates. It recommends to the Board
the director nominees proposed in the proxy statement for election by the
shareholders. It reviews the qualifications of, and recommends to the Board,
candidates to fill Board vacancies as they may occur during the year. The
Committee considers suggestions from shareholders and other sources regarding
possible candidates for director. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the
Corporation. Board-approved guidelines and criteria regarding the
qualifications of candidates for director, insofar as they apply to
nonemployees, give considerable weight to a candidate's experience as a manager
of a relatively large, complex business, educational, or other organization
which equips the individual to deal with complex problems. The Committee also
reviews proposed changes in the compensation and benefits, such as travel
accident insurance, of nonemployee directors. The Committee makes such
recommendations to the Board of Directors as it deems advisable.
The Public Issues Committee, consisting of six directors, has as its
principal responsibilities the review of the Corporation's policies, programs,
and practices on public issues of significance, including their effects on the
environment, safety, and health. The Committee met three times in 1994 and
considered varying subjects, including reports of reviews undertaken by
operating units with respect to environmental and safety activities. The
Committee periodically tours operating sites to observe and to comment on
current practices, including spill and hazard prevention.
The Executive Committee consists of five directors. Although the Committee
has very broad powers, in practice, it meets only infrequently to take formal
action on a specific matter when it would be impractical to call a meeting of
the Board. The Committee did not meet in 1994. Directors who are not regular
members of the Committee are alternate members and, if necessary to establish a
quorum for a meeting, one or more of them is called to attend the meeting in
accordance with a rotational schedule adopted by the Board.
The Finance Committee, consisting of two directors, held one meeting and
acted by written consent in lieu of meeting five times in 1994. As required,
the Board delegates specific authority to the Committee to act on behalf of the
Board in authorizing the issuance or guarantee of corporate debt and other
financial matters.
3
1. ELECTION OF DIRECTORS
Directors are elected to serve until the next annual meeting of shareholders.
Although the Board of Directors does not contemplate that any of the nominees
named will be unavailable for election, in the event a vacancy in the slate of
nominees is occasioned by death or other unexpected occurrence, the proxy will
be voted for the election of a replacement nominee, if one is designated by the
Board.
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Nominees for director
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RANDOLPH W. BROMERY Received doctorate in geology from
President, Springfield [PHOTO The Johns Hopkins University. With
College, APPEARS U.S. Geological Survey from 1948
Springfield, Massachusetts HERE] until joining University of
Massachusetts at Amherst in 1967.
Commonwealth Professor, Professor of geophysics and
Emeritus, chairman, department of geology and
University of Massachusetts geography, 1968-69; vice chancellor-- student
at Amherst affairs, 1969-70, chancellor, 1971-79;
chancellor, Massachusetts Board of Regents for
Higher Education, 1990-91. Served temporarily
President, Geoscience as executive vice president, University of
Engineering Massachusetts System, 1977-78. President,
Corporation Geoscience Engineering Corporation (geological
and geophysical services). Elected president,
Chairman--Nominating Springfield College in 1993. Past president and
Committee fellow, Geological Society of America. Acting
Vice Chairman--Public Issues president, Westfield State College, 1988-90.
Committee Director, Chemical Banking Corporation; John
Member--Executive Committee Hancock Mutual Life Insurance Company; NYNEX
Corporation. Trustee, The Johns Hopkins
Director since 1977 University. Member, Corporation of Woods Hole
Age 69 Oceanographic Institution; Cosmos Club; Society
Exxon shares owned* of Exploration Geophysicists. Fellow, American
3,637 Association for the Advancement of Science.
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D. WAYNE CALLOWAY Received bachelor of business
Chairman of the Board and administration degree from Wake
Chief Executive Officer, [PHOTO Forest University. Joined PepsiCo,
PepsiCo, Inc. APPEARS Inc. (beverages, snack foods, and
HERE] restaurants) in 1967. Elected
Chairman--Audit Committee president and chief operating
Member--Board Compensation officer of Frito-Lay, Inc. in 1976
Committee and chairman of the board and chief executive
officer in 1978. Elected executivevice
Director since 1988 president, chief financial officer, and
Age 59 director of PepsiCo in 1983, president and
Exxon shares owned* chief operating officer in 1985, and chairman
3,700 and chief executive officer in 1986. Director,
Citicorp; General Electric Company. Chairman,
Grocery Manufacturers of America. Member, The
Business Council; The Business Council of New
York State; The Business Roundtable.
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JESS HAY Received bachelor of business
Chairman, Texas Foundation administration degree in 1953 and
for Higher Education [PHOTO law degree in 1955 from Southern
APPEARS Methodist University. Practiced law
Retired Chairman and Chief HERE] in Dallas, Texas prior to joining
Executive Officer, Lomas Financial Corporation
Lomas Financial Corporation (mortgage banking and other
financial services) in 1965. Elected president
Member--Board Advisory and chief executive officer in 1965 and
Committee chairman and chief executive officer in 1969.
on Contributions, Board Also chairman and chief executive officer of
Compensation Lomas Mortgage USA. Retired December 31, 1994
Committee, and Executive from Lomas Financial Corporation and Lomas
Committee Mortgage USA. Director, The Dial Corporation;
Lomas Financial Corporation; Southwestern Bell
Director since 1981 Corporation; Trinity Industries, Inc. Member of
Age 64 the board, Greater Dallas Planning Council;
Exxon shares owned* Southwestern Medical Foundation; Texas Research
10,200 League; Zale-Lipshy Hospital of Dallas. Member,
American, Dallas, and Texas Bar Associations.
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*See Notes on page 8.
4
JAMES R. HOUGHTON Received bachelor of arts degree in
Chairman of the Board and 1958 and master of business
Chief Executive Officer, [PHOTO administration degree in 1962 from
Corning Incorporated APPEARS Harvard University. Joined Corning
HERE] Incorporated (specialty glass and
Member--Audit Committee ceramic materials, communications,
and Public Issues Committee laboratory services, and consumer
products) in 1962. Elected vice president and
Director since 1994 European area manager, Corning Glass
Age 59 International, S.A. in 1965. Appointed general
manager of the Consumer Products Division and
Exxon shares owned* elected vice president of Corning Incorporated
2,800 in 1968, director in 1969, vice chairman
responsible for international operations in
1971, and chairman of the board in 1983.
Director, Dow Corning Corporation; J. P. Morgan
& Co. Incorporated; Metropolitan Life Insurance
Company. Trustee, The Corning Museum of Glass;
Corning Incorporated Foundation; The
Metropolitan Museum of Art; The Pierpont Morgan
Library. Member, The Business Council; The
Business Roundtable; Council on Foreign
Relations.
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WILLIAM R. HOWELL Received bachelor of business
Chairman of the Board, administration degree from the
J. C. Penney Company, Inc. [PHOTO University of Oklahoma. Joined
APPEARS J. C. Penney Company, Inc.
Chairman--Board Compensation HERE] (department stores and catalog
Committee chain) in 1958. Elected executive
Member--Audit Committee vice president and director in 1981,
and Executive Committee vice chairman in 1982, and chairman and chief
executive officer in 1983. Relinquished chief
Director since 1982 executive officer position January 1995.
Age 59 Director, Bankers Trust New York Corporation
and Bankers Trust Company; Halliburton Co.;
Exxon shares owned* Warner-Lambert Company; Dallas Citizens Council;
3,100 National Organization on Disability; National
Retail Federation.
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PHILIP E. LIPPINCOTT Holds bachelor of arts degree from
Retired Chairman and Dartmouth College and a master of
Chief Executive Officer, [PHOTO business administration degree in
Scott Paper Company APPEARS food distribution from Michigan
HERE] State University. Joined Scott
Vice Chairman--Board Paper Company (sanitary paper,
Compensation printing and publishing papers, and
Committee forestry operations) in 1959. Elected vice
Member--Board Advisory president--marketing in 1972, director in 1978,
Committee president and chief operating officer in 1980,
on Contributions and chief executive officer in 1982, and chairman
Nominating Committee in 1983. Retired April 1994. Director, Campbell
Soup Company; Fox Chase Cancer Center. Trustee,
Director since 1986 The Penn Mutual Life Insurance Company. Board
Age 59 of overseers, The Dartmouth Institute; the
Huntsman Center for Global Competition; The
Exxon shares owned* Wharton School, University of Pennsylvania.
3,700 Member, The Business Council.
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*See Notes on page 8.
5
MARILYN CARLSON NELSON Received bachelor's degree in
Director and Vice Chairman, international economics from Smith
Carlson Holdings, Inc. [PHOTO College. Joined Carlson Holdings,
APPEARS Inc. (travel, hotels, restaurants,
Member--Audit Committee, HERE] and marketing services) in 1989 as
Board a director and senior vice
Advisory Committee on president and became vice chairman
Contributions, in December 1991. Owner, Minnesota Banc Holding
and Nominating Committee Company, which owns Citizens State Bank of
Waterville, Minnesota and Citizens State Bank
Director since 1991 of Montgomery, Minnesota. Served as Chairman of
Age 55 Citizens State Bank of Waterville, Minnesota,
Exxon shares owned* 1975-94 and of Citizens State Bank of
3,800 Montgomery, Minnesota, 1992-94. Director,
Carlson Companies, Inc.; First Bank System;
U.S. West, Inc.; Hubert H. Humphrey Institute
of Public Affairs; United Way of America, 1984-
90. Trustee, Macalester College, 1974-80; Smith
College, 1980-85. Chairman, Minnesota Super
Bowl 1992 Task Force. Member, Bretton Woods
Committee; Center for International Leadership;
Committee for Economic Development (CED);
Committee of 200. Awards, Career Achievement,
Sales and Marketing Executives of Minneapolis;
Directors' Choice Award, National Womens
Economic Alliance Foundation; Extraordinary
Leadership, Greater Minneapolis Chamber of
Commerce; "Others" Award, Salvation Army. Holds
honorary degrees of Doctor of Humane Letters
from The College of St. Catherine and Gustavus
Adolphus College.
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LEE R. RAYMOND Received bachelor's degree in
Chairman of the Board and chemical engineering from the
Chief Executive Officer [PHOTO University of Wisconsin in 1960 and
APPEARS a Ph.D. in the same discipline from
Chairman--Executive Committee HERE] the University of Minnesota in
and Finance Committee 1963. That year, joined Exxon as a
production research engineer in
Tulsa, Oklahoma. Held various positions with
Director since 1984 Exxon Company, U.S.A.; Creole Petroleum
Age 56 Corporation; Exxon International Company; Exxon
Exxon shares owned* Enterprises. Became president of Esso Inter-
87,043 America Inc. in 1983. Elected senior vice
president and director of the Corporation in
1984, president in 1987, and became chairman
and chief executive officer in 1993. Director,
J. P. Morgan & Co. Incorporated; Morgan
Guaranty Trust Company of New York; American
Petroleum Institute; New American Schools
Development Corporation; United Negro College
Fund. Trustee, Southern Methodist University;
Wisconsin Alumni Research Foundation. Member,
The Business Council; The Business Roundtable;
Council on Foreign Relations; Emergency
Committee for American Trade; National
Petroleum Council; Trilateral Commission;
University of Wisconsin Foundation.
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CHARLES R. SITTER Holds bachelor's degree from George
President Washington University and master's
[PHOTO degree from the Fletcher School of
Chairman--Board Advisory APPEARS Law and Diplomacy. Joined the Exxon
Committee HERE] organization in 1957 and spent most
on Contributions of his early career in positions
Vice Chairman--Executive concerned with the Corporation's
Committee operations in the Asia-Pacific area, including
and Finance Committee assignments in India and Australia. Joined
Member--Public Issues Exxon Company, U.S.A. in 1973, becoming manager
Committee of its Supply Department in 1974 and senior
vice president in 1976. Elected vice
Director since 1985 president--corporate planning, Exxon
Age 64 Corporation, in 1979 and executive vice
Exxon shares owned* president, Esso Europe Inc., in 1981. Returned
121,018 to Exxon Company, U.S.A. as executive vice
president in 1983. Elected senior vice
president and director of the Corporation in
1985 and president in 1993. Member, The
Conference Board; board of visitors, Fletcher
School of Law and Diplomacy; board of
overseers, Hoover Institute. Director, American
Petroleum Institute; Council for Aid to
Education; Dallas Citizens Council; Junior
Achievement of Dallas; United Way of
Metropolitan Dallas.
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*See Notes on page 8.
6
JOHN H. STEELE Received bachelor of science degree
President Emeritus, in 1946 and doctorate of science in
Corporation of [PHOTO 1963 from University College,
Woods Hole Oceanographic APPEARS London University. With Marine
Institution HERE] Laboratory, Aberdeen, Scotland as
marine scientist, 1951-66; senior
Member--Nominating Committee principal scientific officer, 1966-
and 73; deputy director, 1973-77. Joined Woods Hole
Public Issues Committee Oceanographic Institution, Massachusetts, in
1977 as director. Elected president of
Director since 1989 Corporation of Woods Hole Oceanographic
Age 68 Institution in 1984. Retired November 1991.
Exxon shares owned* Award, Alexander Agassiz Medal, National
4,023 Academy of Sciences. Trustee, Robert Wood
Johnson Foundation. Member, National Geographic
Society's Committee for Research and
Exploration. Fellow, Royal Society of London;
American Academy of Arts and Sciences. U.S.
Delegate to International Council for
Exploration of the Sea.
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ROBERT E. WILHELM Principal responsibilities include
Senior Vice President the Corporation's worldwide
[PHOTO refining, marketing, and
Member--Board Advisory APPEARS transportation activities; Exxon
Committee HERE] Company, U.S.A.; Exxon Research and
on Contributions and Public Engineering Company; public
Issues Committee affairs. Received bachelor's degree
from Massachusetts Institute of Technology and
Director since 1992 master of business administration degree from
Age 54 Harvard University. Joined the Exxon
Exxon shares owned* organization in 1963 and held various
58,609 managerial positions in domestic and foreign
operations. Became vice president--petroleum
products of Esso Europe Inc. in 1981; director
and president of Esso Inter-America, Inc. in
1984; executive vice president of Exxon
Company, International in 1986. Elected senior
vice president of the Corporation in 1990 and
director in 1992. Vice chairman, Council of the
Americas. Board of governors, Foreign Policy
Association; Massachusetts Institute of
Technology Political Science Visiting
Committee. Member, Coal Industry Advisory Board
of the International Energy Agency; Council on
Foreign Relations. Vice president, Circle 10
Council of Boy Scouts of America. Trustee,
Greenhill School, Dallas, Texas.
- --------------------------------------------------------------------------------
JOSEPH D. WILLIAMS Received bachelor's degree in
Retired Chairman of the Board chemistry and pharmacy from the
and Chief Executive Officer, [PHOTO University of Nebraska College of
Warner-Lambert Company APPEARS Pharmacy. Joined Warner-Lambert
HERE] Company (pharmaceuticals and
Chairman--Public Issues consumer health products) in 1950
Committee where he spent all of his business
Member--Audit Committee and career. Elected president in 1979, chief
Nominating Committee operating officer in 1980, chief executive
officer in January 1985, and chairman of the
Director since 1988 board in July 1985. Retired September 1991.
Age 68 Director, AT&T Corp.; J.C. Penney Company,
Exxon shares owned* Inc.; Rockefeller & Co.; Rockefeller Financial
16,345 Services, Inc.; Thrift Drug Inc.; Warner-
Lambert Company; The Wyatt Company. Chairman,
board of trustees, Liberty Science Center.
Board of trustees, Columbia University; Project
HOPE; United Negro College Fund.
- --------------------------------------------------------------------------------
*See Notes on page 8.
7
Notes
* As of January 31, 1995, all directors and nominees beneficially owned (as
this term is interpreted by the Securities and Exchange Commission ("SEC"))
an aggregate of 317,975 shares of Exxon Corporation Common Stock,
representing in the case of each director or nominee less than 0.1 percent of
the outstanding shares. The foregoing includes 887 shares held jointly by Dr.
Bromery and his spouse; 25 shares held in an Individual Retirement Account
for Dr. Bromery's spouse; 6,200 shares held in a defined benefit plan for Mr.
Hay; 600 shares held by Mr. Houghton's spouse; 1,500 shares held in a trust
for the benefit of Mrs. Nelson; 600 shares held by Mr. Raymond's mother over
which he has power of attorney; 1,323 shares held jointly by Dr. Steele and
his spouse; 1,535 shares held jointly by Mr. Wilhelm and his spouse; and
2,536 shares held in trust for the benefit of Mr. Wilhelm's children. As of
the same date, each of the other current or former executive officers named
in the Summary Compensation Table shown on page 9 beneficially owned (as so
interpreted) less than 0.1 percent of the outstanding shares of Exxon
Corporation Common Stock as follows: Mr. Harrison, 76,508 shares; Mr.
Longwell, 49,901 shares, including 21 shares held by his spouse. As of the
same date, all then-current directors and executive officers as a group
beneficially owned (as so interpreted) 821,083 shares of Exxon Corporation
Common Stock, representing in the aggregate less than 0.1 percent of the
outstanding shares and including 17,183 shares held by their immediate
families or family trusts. Beneficial ownership of shares held by their
immediate families or family trusts has been, or is being, specifically
disclaimed by certain nominees and officers in ownership reports filed with
the SEC.
The trustee of the Corporation's Thrift Plan holds all the outstanding shares
of Exxon Corporation Class A Preferred Stock described on page 18 and has the
right to vote such shares. The trustee is comprised of four executive
officers and an officer of a division, none of whom is a director or nominee.
These amounts do not include shares of Exxon Corporation Common Stock covered
by exercisable options as of January 31, 1995 as follows: Mr. Raymond,
1,070,000; Mr. Sitter, 815,175; Mr. Wilhelm, 430,559; Mr. Harrison, 333,059;
Mr. Longwell, 258,638; and all then-current directors and executive officers
as a group, 4,700,715. When shares so covered are added to shares
beneficially owned by any director, nominee, or named current or former
executive officer, the percentage for such person, as of January 31, 1995,
still does not exceed 0.1 percent of the outstanding shares, and the
aggregate for all directors and executive officers as a group, as of the same
date, is less than 0.5 percent.
Transactions with Management
The Corporation and its affiliates have transactions in the ordinary course
of business with unaffiliated corporations of which certain of the nonemployee
directors are executive officers. The Corporation does not consider the amounts
involved in such transactions material by any reasonable standard.
Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and officers, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file, on Forms
3, 4, and 5, reports of ownership and changes in ownership of such securities
with the Securities and Exchange Commission and the New York Stock Exchange.
Mr. H. J. Longwell was late in filing one Form 4 to report one purchase of
Common Stock by his spouse through the Corporation's Shareholder Investment
Program. Mr. R. Dahan, a Vice President of the Corporation, was late in
amending one timely-filed Form 5 to report three monthly purchases of Common
Stock through the Corporation's Thrift Plan. Lord Laing of Dunphail, a former
director of the Corporation, was late in amending one timely-filed Form 4 to
report a sale of Common Stock that occurred after he was no longer a director.
8
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table shows certain compensation information for the
Chief Executive Officer and the four other most highly compensated executive
officers based on 1994 salary and bonuses. This information includes the dollar
value of base salaries, bonus awards and long term incentive plan payouts, the
number of stock options and stock appreciation rights ("SARs") granted,
restricted stock awards, and certain other compensation, if any, whether paid
or deferred during the fiscal years ended December 31, 1994, 1993, and 1992.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
--------------------------------- -------------------------------
Awards Payouts
----------------------- -------
Other Annual Restricted Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Stock SARs Payouts Compensation
Position Year ($) ($) ($) Award(s)($)(a) (#) ($)(b) ($)(c)
- -----------------------------------------------------------------------------------------------------------
L. R. Raymond 1994 1,300,000 550,000 16,262 593,750 200,000 348,000 94,224
Chairman and CEO 1993 1,143,333 500,000 15,521 620,000 200,000 255,000 82,046
1992 1,010,000 352,000 11,286 -0- 180,000 -0- 71,508
C. R. Sitter 1994 935,000 350,000 85,273(d) -0- 140,000 240,000 78,663
President and Director 1993 841,667 325,000 8,654 -0- 140,000 189,000 69,307
1992 757,500 245,000 4,763 -0- 120,000 -0- 61,302
R. E. Wilhelm 1994 675,000 225,000 6,081 207,813 100,000 153,000 49,569
Senior Vice President 1993 625,000 200,000 28,932 217,000 100,000 109,500 45,775
and Director 1992 550,000 163,000 1,689 -0- 100,000 -0- 40,160
C. M. Harrison 1994 744,897(e) 190,000 4,743 -0- -0- 129,000 47,655
Senior Vice President 1993 593,333 165,000 4,596 -0- 100,000 102,000 43,451
(Retired 12/31/94) 1992 525,000 131,000 33,496 -0- 60,000 -0- 37,807
H. J. Longwell 1994 535,833 160,000 4,822 178,125 75,000 99,000 38,527
President, 1993 485,833 125,000 4,822 186,000 60,000 75,000 34,825
Exxon Company, U.S.A. 1992 433,333 105,000 38,528 -0- 55,000 -0- 30,915
- -----------------------------------------------------------------------------------------------------------
(a) The values set forth in the column above for restricted stock awards are as
of 12/1/93 for 1993 and 12/1/94 for 1994, the dates of grants of Career
Shares. On 12/31/94, these were the only shares of restricted stock held by
the named executive officers. The number of shares held and their values on
12/31/94 were as follows: Mr. Raymond, 20,000 shares valued at $1,215,000;
Mr. Wilhelm, 7,000 shares valued at $425,250; and Mr. Longwell, 6,000
shares valued at $364,500. The 12/31/94 values are based on the 12/30/94
closing market stock price of $60.75 and do not take into account any
diminution of value attributable to the career duration restrictions on
such shares. Normal common dividends are paid on these shares. Career
Shares are described on page 14.
(b) Represents settlements of Earnings Bonus Units ("EBUs"), which the SEC
rules categorize as long term incentive plan ("LTIP") payouts, since EBUs
serve as incentive for performance to occur over a period longer than one
fiscal year. The Corporation, however, considers EBUs to be short term
awards, as described on page 13. Payouts shown for 1993 were for EBUs
awarded in 1990; and payouts shown for 1994 were for EBUs awarded in 1991.
(c) All Other Compensation for 1994 includes matching credits by the
Corporation under the Corporation's Thrift Plan and the related
supplemental thrift plans ($78,000 for Mr. Raymond; $57,794 for Mr. Sitter;
$42,279 for Mr. Wilhelm; $39,175 for Mr. Harrison; and $33,126 for Mr.
Longwell) and the Corporation's cost allocation of supplemental life
insurance ($16,224 for Mr. Raymond; $20,869 for Mr. Sitter; $7,290 for Mr.
Wilhelm; $8,480 for Mr. Harrison; and $5,401 for Mr. Longwell).
(d) Includes certain perquisites of which $43,492 is for country club
membership and dues.
(e) Includes $108,231 representing 42 days of salary for vacation earned, but
not taken at retirement.
9
Option Grants in Last Fiscal Year
The following table shows information regarding grants of stock options made
to the named executive officers under Exxon's 1993 Incentive Program during the
fiscal year ended December 31, 1994. The amounts shown for each of the named
executive officers as potential realizable values are based on arbitrarily
assumed annualized rates of stock price appreciation of five percent and ten
percent over the full ten-year term of the options, which would result in stock
prices of approximately $98.62 and $156.70, respectively. The amounts shown as
potential realizable values for all shareholders represent the corresponding
increases in the market value of 1,241,847,855 outstanding shares of Exxon
Corporation Common Stock held by all shareholders (other than the Corporation)
as of January 31, 1995, which would total approximately $47.3 billion and
$119.5 billion, respectively. No gain to the optionees is possible without an
increase in stock price which will benefit all shareholders proportionately.
These potential realizable values are based solely on arbitrarily assumed rates
of appreciation required by applicable SEC regulations. Actual gains, if any,
on option exercises and common stockholdings are dependent on the future
performance of Exxon Corporation Common Stock. There can be no assurance that
the potential realizable values shown in this table will be achieved.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants (a) for Option Term
---------------------------------------- --------------------------
% of
Total
Number of Options If Stock At If Stock At
Securities Granted $98.62 $156.70
Underlying to Exercise
Options Employees or Base
Granted in Fiscal Price Expiration 5% 10%
Name (#) Year (b) ($/Sh) Date ($) ($)
- ---------------------------------------------------------------------------------------
All Shareholders' N/A N/A N/A N/A 47.3 billion 119.5 billion
Stock Apreciation
L. R. Raymond 200,000 3.5% 60.50 11/29/04 7,623,000 19,239,000
C. R. Sitter 140,000 2.4% 60.50 11/29/04 5,336,100 13,467,300
R. E. Wilhelm 100,000 1.7% 60.50 11/29/04 3,811,500 9,619,500
C. M. Harrison -0- N/A N/A N/A N/A N/A
H. J. Longwell 75,000 1.3% 60.50 11/29/04 2,858,625 7,214,625
- ---------------------------------------------------------------------------------------
(a) Stock options are awarded at the fair market value of shares of Exxon
Corporation Common Stock at the date of award and become exercisable one
year from such date if the optionee has not terminated, or upon death if
earlier. Such options lapse at the earliest of ten years after award, five
years after the optionee's normal termination of employment, three years
after the optionee's death, or at the time of the optionee's termination of
employment otherwise than normally. No SARs were awarded in 1994.
(b) Total options granted = 5,779,725
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values
The following table summarizes for each of the named executive officers the
number of stock options and SARs, if any, exercised during the fiscal year
ended December 31, 1994, the aggregate dollar value realized upon exercise, the
total number of unexercised options and SARs, if any, held at December 31,
1994, and the aggregate dollar value of in-the-money, unexercised options and
SARs, if any, held at December 31, 1994. Value realized upon exercise is the
difference between the fair market value of the underlying stock on the
exercise date and the exercise or base price of the option or SAR. Value of
unexercised, in-the-money options or SARs at fiscal year-end is the difference
between its exercise or base price and the fair market value of the underlying
stock on December 30, 1994, which was $60.75 per share. These values, unlike
the amounts set forth in the column headed "Value Realized," have not been, and
may never be, realized. The underlying options or SARs have not been, and may
never be, exercised; and actual gains, if any, on exercise will depend on the
value of Exxon Corporation Common Stock on the date of exercise. There can be
no assurance that these values will be realized. Unexercisable options are
those which have been held for less than one year.
10
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of
Shares Number of Securities
Underlying Underlying Unexercised Value of Unexercised, In-the-Money
Options/SARs Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)*
Exercised Realized ------------------------- --------------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
L. R. Raymond 25,000 671,875 1,070,000 200,000 7,590,000 50,000
C. R. Sitter 48,130 1,499,550 815,175 140,000 7,041,856 35,000
R. E. Wilhelm 4,441 70,667 430,559 100,000 2,125,040 25,000
C. M. Harrison 6,941 118,239 333,059 -0- 2,138,040 N/A
H. J. Longwell 4,600 192,188 258,638 75,000 1,813,350 18,750
- -------------------------------------------------------------------------------------------------------
* In-the-Money Options/SARs are those where the fair market value of the
underlying securities exceeds the exercise or base price of the option or
SAR. The named executive officers hold no other options or SARs.
Long Term Incentive Plans--Awards in Last Fiscal Year
The following table shows information regarding Earnings Bonus Units ("EBUs")
awarded to the named executive officers under Exxon's Short Term Incentive
Program or 1993 Incentive Program during the fiscal year ended December 31,
1994. Each EBU entitles the holder to an amount in cash equal to the cumulative
net income per share of Exxon Corporation Common Stock, as announced quarterly
commencing with the first full quarter following the date of award, payable on
the fifth anniversary of the unit's date of grant, or earlier upon achieving
the maximum settlement value of $7.50 per unit. Although the Corporation
considers EBUs to be short term awards as described on page 13, the SEC rules
categorize EBUs as long term incentive awards since EBUs serve as incentive for
performance to occur over a period longer than one fiscal year. No amounts are
shown in the table as "target" or "threshold" future payouts because no such
payout levels are set or contemplated under the Corporation's Incentive
Programs.
LONG TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
Performance or
Other Period Estimated Future Payouts Under
Number of Until Non-Stock Price-Based Plans
Shares, Units or Maturation or ------------------------------
Name Other Rights (#) Payout Maximum ($)
- -------------------------------------------------------------------------------
L. R. Raymond 70,000 5 years maximum 525,000
C. R. Sitter 40,000 5 years maximum 300,000
R. E. Wilhelm 28,000 5 years maximum 210,000
C. M. Harrison 24,000 5 years maximum 180,000
H. J. Longwell 20,000 5 years maximum 150,000
- -------------------------------------------------------------------------------
Employee Annuities
Under Exxon's current Annuity Plan, subject to age and service requirements,
an employee acquires a right to a yearly annuity upon retirement. The yearly
annuity is equal to 1.6 percent of the average annual 36-month pay times years
of accredited service, less up to half of the estimated Old Age Social Security
benefit payable. The following table illustrates the approximate yearly
undiscounted annuity which may become payable under the Annuity Plan and the
related supplemental annuity plans to an employee in the higher salary
classifications, including those named in the Summary Compensation Table shown
on page 9. Whether these amounts actually become payable in whole or in part
depends on the contingencies and conditions governing the Annuity Plan.
11
ESTIMATED UNDISCOUNTED ANNUITY
Average Years of Accredited Service
Annual -----------------------------------------------------------------------
36-Month Pay* 30 35 40 45
- ------------------------------------------------------------------------------------------
$ 600,000 $ 288,000 $ 336,000 $ 384,000 $ 432,000
900,000 432,000 504,000 576,000 648,000
1,200,000 576,000 672,000 768,000 864,000
1,500,000 720,000 840,000 960,000 1,080,000
1,800,000 864,000 1,008,000 1,152,000 1,296,000
2,100,000 1,008,000 1,176,000 1,344,000 1,512,000
2,400,000 1,152,000 1,344,000 1,536,000 1,728,000
2,700,000 1,296,000 1,512,000 1,728,000 1,944,000
- ------------------------------------------------------------------------------------------
* Average annual 36-month pay includes salary for the 36 consecutive months of
highest earnings during the last ten years of employment and short term bonus
awards, including Earnings Bonus Units ("EBUs"). The bonus awards included in
the computation are the highest three awards granted during the final five
years of employment. For purposes of this computation, EBUs are valued at
their maximum settlement value. See the Long Term Incentive Plans table on
page 11 for data on 1994 awards of EBUs to the named executive officers. For
the executive officers named in the Summary Compensation Table on page 9,
average annual 36-month pay includes amounts shown in the "Salary" and
"Bonus" columns of that table, as well as EBU awards shown in the Long Term
Incentive Plans table.
As of January 31, 1995, average annual 36-month pay and years of accredited
service for the current or former executive officers named in the Summary
Compensation Table are as follows: Mr. Raymond, $2,073,056, 32 years; Mr.
Sitter, $1,438,889, 41 years; Mr. Wilhelm, $1,005,972, 34 years; Mr.
Harrison, $905,000, 43 years; and Mr. Longwell, $746,944, 31 years.
The amounts shown above are based on the normal form of annuity under the
Annuity Plan with 60 monthly payments guaranteed and are before deduction
for the estimated Old Age Social Security benefit referred to on page 11.
Board Compensation Committee Report on Executive Compensation
Exxon's executive compensation program is designed to motivate, reward, and
retain the management talent needed to achieve its business objectives and
maintain its position of leadership in the petroleum industry.
It does this by providing incentives to achieve short-term and long-term
objectives, by rewarding exceptional performance and accomplishments that
contribute to the business, and by utilizing competitive base salaries that
recognize a philosophy of career continuity.
Exxon's financial success is highly dependent upon its long-term capital
investment strategy and decisions that focus on the Corporation's future
results. The nature of the petroleum business requires long-term and capital-
intensive investments, which often take years to generate returns to
shareholders. Therefore, incentive awards are granted with an orientation
towards long-term corporate performance and may not fluctuate as greatly as
year-to-year corporate financial results.
In keeping with this long-term view and the highly technical and capital-
intensive nature of the petroleum business, retention of executives who have
developed the skills and expertise required to lead a global organization is
vital to Exxon's competitive strength. Retention and motivation of these
individuals is, and will continue to be, key to the Corporation's success.
The philosophical basis of the compensation program is to pay for performance
and the level of responsibility of an individual's position. Assessments of
both individual and corporate performance influence executives' compensation
levels. It is important to encourage a performance-based environment that
motivates individual performance by recognizing the past year's results and by
providing incentives for further improvement in the future. This includes the
ability to implement the Corporation's business plans as well as to react to
unanticipated external factors that can have a significant impact on corporate
performance. Compensation decisions for all executives, including the Chief
Executive Officer ("CEO") and the other named executive officers, are based on
the same criteria.
There are three major components of Exxon's compensation program: Base
Salary, Short Term Awards, and Long Term Incentive Awards.
Base Salary
A competitive base salary is vital to support the philosophy of management
development and career orientation of executives and is consistent with the
long-term nature of Exxon's business.
Salary budget expenditures and adjustments to the salary program structure
are a result of annual reviews of competitive positioning (how Exxon's salary
structure for comparable positions compares with that of other
12
companies), business performance, and general economic factors. While there is
no specific weighting of these factors, competitive positioning is the primary
consideration in setting the salary budget expenditures. Business and other
economic factors, such as net income and estimates of inflation, are secondary
considerations. In determining competitive position, a number of surveys are
utilized. Primary consideration is given to the U.S.-based oil companies
included in the industry group used for comparing share investment performance
on page 15. Foreign-based oil companies used in the industry group are excluded
since their compensation structures for executive officers are not considered
comparable. Additional consideration is given to other major U.S.-based
corporations because the scope of Exxon's business extends beyond the oil
industry, as does competition for executives. Consequently, major U.S.-based
corporations in the same or similar lines of business as Exxon, as well as a
number of those in other lines of business but with which Exxon competes for
executives, are included. Competitive orientation of salary ranges is targeted
between the median and high end of survey data given Exxon's size and
complexity relative to the surveyed companies. Within this framework, executive
salaries are determined based on individual performance, level of
responsibility, and experience.
The Board Compensation Committee ("BCC") makes recommendations to the Board
of Directors as to the salaries of the CEO and the President, sets the salaries
of the other elected officers, and reviews salaries of certain other senior
executives. The BCC met in November 1993 to recommend the 1994 salaries for the
CEO and President, to set the 1994 salaries for the other elected officers, and
to review the 1994 salaries for certain other senior executives. Any changes to
these approved salaries must be reviewed with the BCC before implementation.
The CEO's salary is determined based on the competitive salary framework
described above, recognizing the Corporation's size and complexity. Within this
framework, the CEO's salary is determined based on the BCC's judgment
concerning the CEO's individual contributions to the business, level of
responsibility, and career experience. Although none of these factors has a
specific weight, primary consideration is given to the CEO's individual
contributions to the business. No particular formulas or measures are used. L.
R. Raymond's salary reflects his strong leadership and significant individual
contributions to Exxon's business.
Short Term Awards
Short term awards to executives are granted in cash and Earnings Bonus Units
("EBUs") to recognize contributions to the business during the past year. EBUs
are also granted to focus on a strong midterm corporate performance and to
stress that decisions and contributions in any one year impact future years. In
1994, approximately one half of executive bonuses were in the form of EBUs.
Each such EBU entitles the holder to an amount equal to the cumulative net
income per share, as announced quarterly, commencing with the first full
quarter following the date of award, payable on the fifth anniversary of the
unit's date of grant or earlier upon achieving the maximum settlement value of
$7.50 per unit. In 1994, the maximum settlement value was achieved for the EBUs
granted in 1991. This resulted in a payment to grantees of $7.50 per unit.
The BCC annually establishes a ceiling in relation to business results for
awards of cash and EBUs. The BCC established a $37.5 million ceiling for 1994
awards of cash and EBUs, substantially all of which were granted in awards to
over 1,100 employees. The ceiling is determined by Exxon's competitive
position, assessment of progress in attainment of long-term goals, and business
performance considerations. These include measurements such as net income,
earnings per share, return on capital employed, return on equity, and dividends
both in absolute terms and relative to the industry. None of these measurements
has a specific weight. The 1994 ceiling was increased slightly from the 1993
ceiling. No formula was used in determining the ceiling amount. Rather, the BCC
considered several factors, including Exxon's business performance, the
Corporation's strong competitive posture, and its achievement towards
attainment of long-range strategic goals.
The specific bonus opportunity an executive receives is dependent on
individual performance and level of responsibility. Assessment of an
individual's relative performance is made annually based on a number of factors
which include initiative, business judgment, technical expertise, and
management skills.
L. R. Raymond's 1994 award reflects his level of responsibility within the
organization and his leadership which significantly contributed to strong
corporate earnings. This determination was based on the judgment of the BCC
regarding his overall contribution as CEO utilizing negative discretion as
described below under "1993 Federal Income Tax Legislation." Narrow
quantitative measures or formulas are not viewed as sufficiently comprehensive
for this purpose. The combination of Mr. Raymond's base salary and short term
awards was appropriately positioned compared to CEOs of competitors recognizing
his tenure as CEO, as well as the size and business results of these companies
relative to Exxon.
Long Term Incentive Awards
Long term incentive awards provided by the shareholder-approved 1993
Incentive Program are designed to develop and retain strong management through
share ownership and incentive awards.
Stock options were the primary long term incentive granted to executive
officers and over 1,300 other key employees in 1994. The BCC believes that a
significant
13
portion of senior executives' compensation should be dependent on value created
for the shareholders. Options are an excellent vehicle to accomplish this by
tying the executives' interests directly to the shareholders' interests.
Options are granted at the fair market value of Exxon Common Stock on the date
of grant and become exercisable one year from such date if the optionee is
still employed.
The number of options that the BCC grants to executive officers is based on
individual performance (determined as described under "Short Term Awards") and
level of responsibility. The award level must be sufficient in size to provide
a strong incentive for executives to work for long-term business interests and
become significant owners of the business. The number of options currently held
by an executive was not a factor in determining individual grants since such a
factor would create an incentive to exercise options and sell the shares.
A limited number of senior executives received grants of Career Shares in
1994. Career Shares are shares of Exxon Common Stock granted with a restriction
designed to promote long-term retention, as well as superior long-term
performance, of key strategic and operating management. These restrictions
generally expire after the executive reaches normal retirement age. The number
of Career Shares granted to senior executives also recognizes the increased
responsibility and complexity of senior positions. Individual grants are based
on personal contribution and level of responsibility within the organization.
The number of shares currently held by an executive was not a factor in
determining individual grants since Career Shares are primarily designed to
promote long-term retention.
L. R. Raymond's long term incentive awards reflect his level of
responsibility within the organization and his leadership which significantly
contributed to strong corporate results. Mr. Raymond's long term incentive
awards reflect the BCC's judgment of his overall contribution as CEO. In making
this determination, the BCC considered the complex, highly technical, and long-
term nature of the business. Narrow quantitative measures or formulas are not
viewed as sufficiently comprehensive for this purpose.
1993 Federal Income Tax Legislation
The federal income tax law limits the deductibility of certain compensation
paid to the CEO and the four other most highly compensated executives in excess
of the statutory maximum.
The value of all stock options granted in 1994, any value received from stock
options granted in prior years and exercised in 1994, and EBUs that were
granted in 1991 and paid out in 1994 are exempt from this limit.
The short term awards (consisting of cash bonus and EBUs) granted to the CEO
and President in 1994 are also exempt from the limit on deductibility. For
1994, the BCC established an upper limit on certain awards dependent on
attainment of a broad performance measure based on earnings per share. From
this limit, it was intended that the BCC would exercise discretion to reduce or
eliminate the amount of the actual award to any individual such that actual
awards would be equal to the amounts determined to be appropriate in accordance
with the qualitative criteria and other factors discussed above under "Short
Term Awards." Upon achievement of the measure, the BCC exercised such
discretion with respect to the cash bonus and EBUs granted to the CEO and
President. This approach continues to give the BCC the broad flexibility it
previously had to determine short term incentive compensation while allowing
this compensation to be deductible for federal income tax purposes.
Summary
The BCC has the responsibility for ensuring that Exxon's compensation program
continues to be in the best interest of its shareholders. The BCC is a
committee consisting entirely of nonemployee directors who are not eligible for
awards under Exxon's incentive compensation program. Additionally, the BCC is
guided by an independent analysis, prepared by a leading public accounting
firm, of the competitiveness of Exxon's executive compensation. The results of
various salary surveys are also reviewed. Finally, compensation programs
providing stock-based compensation to executives, such as the 1993 Incentive
Program, are periodically submitted to shareholders for review and approval.
Exxon has had, and continues to have, an appropriate and competitive
compensation program. The balance of a sound base salary position, competitive
short term bonus orientation, and emphasis on long term incentives is the
foundation which builds stability and supports Exxon's business.
William R. Howell, Chairman D. Wayne Calloway
Philip E. Lippincott, Vice Chairman Jess Hay
14
Share Investment Performance
The following graphs show changes over the past five- and ten-year periods in
the value of $100 invested in: (1) Exxon Corporation Common Stock; (2) the
Standard & Poor's 500 Index; and (3) an industry group of seven other
international, integrated major oil companies: Amoco Corporation, The British
Petroleum Company p.l.c., Chevron Corporation, Mobil Corporation, Royal Dutch
Petroleum Company, The "Shell" Transport and Trading Company, p.l.c., and
Texaco Inc. Investments in the industry group of other international, major oil
companies have been prorated based on the companies' relative market
capitalizations at the beginning of each year.
The values of each investment are based on share price appreciation plus
dividends, with reinvestment of dividends. The calculations exclude trading
commissions and taxes. For The British Petroleum Company p.l.c., Royal Dutch
Petroleum Company, and The "Shell" Transport and Trading Company, p.l.c., the
calculations are based on investments in American depository receipts;
dividends are before any withholding taxes, but include any applicable U.K.
advance corporation tax credits.
FIVE-YEAR CUMULATIVE TOTAL RETURNS
Value of $100 Invested at Year-End 1989
[GRAPH APPEARS HERE]
1989 1990 1991 1992 1993 1994
FISCAL YEARS ENDED DECEMBER 31
EXXON CORPORATION 100 109 134 141 152 154
S&P 500 100 97 126 136 150 152
INDUSTRY GROUP 100 109 116 112 146 161
TEN-YEAR CUMULATIVE TOTAL RETURNS
Value of $100 Invested at Year-End 1984
[GRAPH APPEARS HERE]
1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994
FISCAL YEARS ENDED DECEMBER 31
EXXON CORPORATION 100 131 177 201 243 291 316 390 410 443 446
S&P 500 100 132 156 164 191 252 244 319 343 377 382
INDUSTRY GROUP 100 129 180 211 237 339 370 394 381 494 547
BOARD OF DIRECTORS PROPOSAL
2. Ratification of the appointment of independent public accountants
The following proposal will be offered by the Board of Directors:
Resolved, That the appointment, by the Board of Directors of the Corporation,
of Price Waterhouse LLP as independent public accountants to make an
examination of the accounts of the Corporation and its subsidiary companies for
the fiscal year 1995, effective upon ratification by the shareholders, be, and
it hereby is, ratified; and that a representative of Price Waterhouse LLP be
requested to attend the annual meeting of shareholders to be held in 1996.
15
BOARD OF DIRECTORS RECOMMENDATION--
The Board recommends a vote FOR this proposal.
Price Waterhouse LLP has offices in most countries where affiliates of the
Corporation operate, which is an essential requirement. The Board believes that
Price Waterhouse LLP has demonstrated that it is well qualified to make an
independent examination of the accounts of the Corporation. Representatives of
Price Waterhouse LLP will be present at the 1995 annual meeting of shareholders
and will have the opportunity to make such statements as they may desire. Those
representatives will also be available to respond to appropriate questions from
the shareholders present.
The services provided by Price Waterhouse LLP include examinations of the
Corporation's annual consolidated financial statements, statutory examinations
of affiliated companies' financial statements, examination of financial
statements of employee benefit plans, certification of various special-purpose
financial reports and reports to comply with regulations of the Securities and
Exchange Commission and other governmental agencies, the preparation of tax
returns for employees on foreign assignments insofar as such tax returns
pertain to their assignments outside their home countries, and assistance and
advice to various affiliates with respect to certain tax and systems matters.
The total professional fees for all such services for the most recent year
approximated $17 million.
SHAREHOLDER PROPOSALS
Shareholder proponents have stated their intention to present the following
proposals at the 1995 annual meeting. In accordance with applicable proxy
regulations of the SEC, the shareholdings of the proponents and the names,
addresses, and shareholdings of any co-proponents will be furnished by the
Corporation to any person, orally or in writing as requested, promptly upon the
receipt of any oral or written request therefor addressed to the Secretary of
the Corporation. The proposals and supporting statements, for which the Board
of Directors and the Corporation accept no responsibility, are set forth on the
following pages. The Board opposes these proposals for the reasons stated after
each proposal.
3. Annual meeting date
This proposal was submitted by Mrs. Evelyn Y. Davis, Watergate Office
Building, 2600 Virginia Avenue, N.W., Suite 215, Washington, DC 20037.
"Resolved, That the stockholders recommend that the Board of Directors take
the necessary steps to change the Annual Meeting date to the last Friday in
April."
Reasons: "Recently the annual meetings were held on a date where major
corporations met. Until a few years ago, the Company has met on a date where
more independent non-employee shareholders could meet.
The many problems the Company faces makes maximum attendance by outside
independent stockholders especially desirable.
The date on which the Company met during 1994 was one of the busiest annual
meeting dates of the year.
Last year, the owners of 34,444,598 shares, representing approximately 4% of
shares voting, voted FOR this proposal.
If you AGREE, please mark your proxy FOR this proposal."
BOARD OF DIRECTORS RECOMMENDATION--
The Board recommends a vote AGAINST this proposal.
Exxon has in excess of one million record and beneficial shareholders. It is
not possible to choose an annual meeting date which is satisfactory to
everyone. Therefore, Exxon selects a date for its annual meeting that
corresponds with a regularly scheduled Board meeting and that it believes is
timely and consistent with the conduct of the business of the Corporation and
convenient for most shareholders. Exxon also believes a mid-week meeting day is
preferable to a Friday or Monday principally for ease of travel and
availability of suitable meeting accommodations.
The Board does not believe that annual meeting dates for other corporations
should influence Exxon's choice of annual meeting dates. The vast majority of
annual meetings are held in the spring after year-end financial statements and
related meeting materials have been prepared. It is impossible to find an
acceptable meeting day during that period that does not conflict with another
annual meeting.
An identical proposal was presented at Exxon's 1994 annual meeting and was
rejected by nearly 96 percent of the shares voted.
Accordingly, a vote AGAINST this proposal is recommended.
4. Mining operations
This proposal was submitted by The Sinsinawa Dominicans, 2128 So. Central
Park, Chicago, IL 60623 and seven co-proponents.
"Whereas, at least eight orebodies consisting of copper, zinc, silver and
gold deposits have been identified in areas of northern Wisconsin in close
proximity to several Native American communities;
Whereas, since 1978, more than 250,000 acres of farm and forest lands have
been contracted for mineral exploration and development within this province by
several corporations including our Company;
16
Whereas, Native American nations (e.g., MoleLake Sokaogon Chippewa,
Potawatomi, Menominee, Stockbridge-Munsee) and other citizen groups in
Wisconsin have publicly challenged the Crandon Project because of implications
for the environment and the exercise of treaty rights;
Whereas, local resistance to our Company's plans and activities in Wisconsin
may create an unstable investment climate, jeopardizing returns to
shareholders;
Resolved, That the shareholders request the Board of Directors to provide a
full written report to all shareholders within four months of the 1995 annual
meeting. This report (not directly affecting the competitive position of our
company) shall include the following information on specific aspects of our
mining operations, both surface and underground:
I. HUMAN, SOCIAL AND ENVIRONMENTAL CONCERNS
A. In areas where mining is presently underway and in proposed mining
operations, describe Company policies regarding:
1. Impact on indigenous peoples;
2. Impact on those elements unique to specific local environments;
3. Impact on any sacred sites of indigenous communities.
B. What is our Company's policy regarding claims by indigenous groups to
lands on or near which our Company has a mining operation?
C. In view of the potential environmental risks of mining operations, what
efforts is our Company making to minimize these in the localities of its
operations, specifically in plans for reclamation for pollution
abatement?
II. LOCAL RESISTANCE
For each current mining operation, describe our Company's relationship with
the governments, with indigenous groups and with private citizens in the
mining area. Describe the nature of and reason(s) for any public opposition
to our Company's mining operations wherever this may occur."
Reasons: "Mining operations in all cases entail risk. Such risk can be
exacerbated when local populations stand in opposition to the mining project.
Further, such opposition from indigenous peoples can occasion publicity
detrimental to the best interests of all of the Company's operations.
We believe our Company should do all in its power to remove any risks by
openly reporting its actions and policies in a way that will further dialogue
with all interested parties. We believe that the process of preparing such a
report can lead the Company to reexamine its mining operations and to redirect
them in ways which may be economically more viable and more beneficial to the
people and to the environment affected by these operations."
BOARD OF DIRECTORS RECOMMENDATION--
The Board recommends a vote AGAINST this proposal.
Exxon believes that it has substantially implemented the actions called for
by this proposal. A significant amount of information about the mining
operations conducted by Exxon and its affiliates, including the specific
aspects called for in the proposal, is reported through periodic publications
sent to all shareholders, including annual reports and the quarterly magazine,
The Lamp. To supplement the information regularly provided in shareholder
publications, numerous environmental and socioeconomic reports and studies
related to specific mining operations have been, and continue to be, made
available to interested persons.
The Crandon Project, cited by the proponent, is only in the planning stage.
Permitting efforts were suspended in 1986 due to economic considerations;
however, the project was reactivated in September 1993 when a new partnership,
Crandon Mining Company, was formed by subsidiaries of Exxon and of Rio Algom
Ltd., a Canadian mining company. A decision to construct a mine will be
contingent on obtaining governmental permits and the economic viability of
such a mine once permitting is completed. The permitting process can be
expected to take approximately two more years.
As part of the permitting process, which occurred prior to suspension of the
Crandon Project in 1986, extensive studies covering the impact on the
environment and indigenous people and all other material aspects of the
project were prepared by both Exxon and the Wisconsin Department of Natural
Resources. These studies were documented and are available to the public in
the form of a 446-page Final Environmental Impact Statement. As part of the
newly reactivated permitting process, these studies will be readdressed and
updated as needed.
Moreover, the Corporation's commitment to environment, health, and safety in
all its mining and other operations is documented in the 1991 booklet, "A
Progress Report-- Environment, Health and Safety," which contains specific
sections on the social and environmental aspects of mining operations. Exxon's
policies and practices, as they relate to mining operations in general, have
been made abundantly clear and fully reported to shareholders through various
publications.
Representatives of the Crandon Mining Company have participated in
approximately 300 public meetings to answer questions and address concerns
about the Crandon Project. The Crandon Mining Company has offered to meet
anytime with interested parties, including the proponents of this proposal.
With this background, the Board does not believe that the preparation,
printing, and distribution of a special report, and the expense involved,
would benefit the Corporation or its shareholders.
An identical proposal was presented at Exxon's 1994 annual meeting and was
rejected by nearly 94 percent of the shares voted.
Accordingly, a vote AGAINST this proposal is recommended.
17
ADDITIONAL INFORMATION
Other Business
It is not anticipated that there will be presented to the meeting any
business other than the election of directors and the proposals described
herein, and the Board of Directors was not aware, a reasonable time before this
solicitation of proxies, of any other matters which might properly be presented
for action at the meeting. If any other business should come before the
meeting, the persons named on the enclosed proxy card will have discretionary
authority to vote all proxies in accordance with their best judgment.
Outstanding Voting Stock
Shareholders of record at the close of business on February 27, 1995 are
entitled to notice of the meeting and to vote the shares held on that date. At
the close of business on January 31, 1995, excluding the shares owned by the
Corporation which are not voted, 1,241,847,855 shares of the Common Stock of
the Corporation were outstanding. As of the same date, 8,887,916 shares of the
Corporation's Class A Preferred Stock were outstanding. Holders of shares of
Common Stock and holders of Class A Preferred Stock vote together as one class.
Each share of Common Stock and of Class A Preferred Stock entitles the
registered holder thereof to one vote.
Solicitation of Proxies
This proxy is solicited by the Board of Directors of the Corporation. The
cost of soliciting proxies in the accompanying form has been, or will be, borne
by the Corporation. In addition to solicitation by mail, banks, brokers and
other custodians, nominees, and fiduciaries will be requested to send proxy
material to the beneficial owners and to secure their voting instructions, if
necessary. The Corporation will reimburse them for their expenses in so doing.
Officers and other employees of the Corporation may solicit proxies
personally, by telephone, or other telecommunications from some shareholders if
proxies are not received promptly. In addition, the firm of D. F. King & Co.,
Inc., New York, NY has been retained to assist in the solicitation of proxies
at a fee of $22,000, plus expenses.
By order of the Board of Directors,
[SIGNATURE OF T. P. TOWNSEND LOGO]
T. P. TOWNSEND
Secretary
March 10, 1995
18
[RECYCLE LOGO APPEARS HERE]
[LOGO EXXON CORPORATION] 1995 ANNUAL MEETING
You are cordially invited to attend the annual meeting of shareholders on
Wednesday, April 26 at the Fort Worth/Tarrant County Convention Center
Theatre, 1111 Houston Street, Fort Worth, Texas. The meeting will begin at
10:00 a.m., Central Daylight Time. Admission is limited to shareholders,
their proxies, and guests of the Corporation. This ticket will admit you
and a guest. Free parking is available at locations near the theatre (see
map on reverse side). Have this admission ticket available to show the
parking attendant.
TO AVOID DELAY AT THE ENTRANCE
TO THE MEETING, PLEASE PRESENT
THIS TICKET.
ADMISSION TICKET
DETACH TICKET
[MAPS TO SHAREHOLDER MEETING APPEAR HERE]
. From Dallas -- Take I-30 W to Ft. Worth, to Downtown/Commerce St. Exit,
continue westbound on Lancaster St. to Throckmorton St.
. From DFW Airport -- Take South Exit to Hwy 183 W (becomes Hwy 121), to I-36W
South, to I-30 W, to Downtown/Commerce St. Exit, continue westbound on
Lancaster St. to Throckmorton St.
. From West of Downtown -- Take I-30 E to Cherry St. Exit, right on Texas St.
which becomes 13th St.
. To return to I-30 -- Take Houston St. to Lancaster St.
[LOGO EXXON CORPORATION]
Attached below is a proxy card for the 1995 annual meeting of shareholders of
Exxon Corporation.
Please mark the boxes on the proxy card to indicate how your shares should be
voted. Sign, date, and return your proxy as soon as possible in the enclosed
postpaid envelope.
Votes are tallied by Bank of Boston, Exxon Corporation's transfer agent. Any
comments noted on the proxy card or an attachment will be forwarded by Bank of
Boston to Exxon Corporation.
Advance indications of attendance are helpful to us in making arrangements for
the meeting. If you plan to attend, mark the box provided on the proxy card.
The attached admission ticket should be presented at the meeting to expedite
registration.
DETACH CARD BEFORE MAILING
- -------------------------------------------------------------------------------
[LOGO EXXON CORPORATION] PROXY
SOLICITED BY BOARD OF DIRECTORS
225 E. John W. Carpenter Freeway ANNUAL MEETING APRIL 26, 1995
Irving, TX 75062-2298 FORT WORTH, TEXAS
The undersigned hereby appoints R.W. Bromery, J. Hay, L.R. Raymond, C.R. Sitter,
and J.D. Williams or each or any of them with power of substitution, proxies for
the undersigned to act and vote at the 1995 annual meeting of shareholders of
Exxon Corporation and at any adjournments thereof as indicated upon all matters
referred to on the reverse side and described in the proxy statement for the
meeting and, in their discretion, upon any other matters which may properly come
before the meeting.
1. Election of Directors
Nominees: R.W. Bromery, D.W. Calloway, J. Hay,
J.R. Houghton, W.R. Howell, P.E. Lippincott,
M.C. Nelson, L.R. Raymond, C.R. Sitter,
J.H. Steele, R.E. Wilhelm, J.D. Williams.
If no other indication is made, the proxies shall vote (a) for
the election of the director nominees and (b) in accordance
with the Board of Directors' recommendations on the other
matters referred to on the reverse side.
P.O. Box 9157
Boston, MA 02205-8505
PLEASE COMPLETE, SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. (0VER)
===============================================================================
- -------------------------------------------------------------------------------
[X] Please mark votes as in this example.
_______________________________________________________________________________
1. Election of Directors (page 4).
FOR ALL nominees WITHHELD FROM ALL nominees
[_] [_]
__________________________________________________
For all nominees except as noted above
_______________________________________________________________________________
A vote FOR is recommended by the Board of Directors:
_______________________________________________________________________________
2. Appointment of independent public accountants (page 15).
FOR AGAINST ABSTAIN
[_] [_] [_]
_______________________________________________________________________________
Discontinue duplicate annual report. [_]
I plan to attend annual meeting. [_]
_______________________________________________________________________________
A vote AGAINST is recommended by the Board of Directors as to shareholder
proposals concerning:
_______________________________________________________________________________
3. Annual meeting date (page 16).
FOR AGAINST ABSTAIN
[_] [_] [_]
4. Mining operations (page 16).
FOR AGAINST ABSTAIN
[_] [_] [_]
_______________________________________________________________________________
I have made comments on this card or an attachment. [_]
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee, or guardian, please give full name as such.
Signature: _____________________________________ Date ____________________ 1995
Signature: _____________________________________ Date ____________________ 1995
_______________________________________________________________________________