Notice of 2021 Annual Meeting and Proxy Statement
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Notice of 2021 Annual Meeting and Proxy Statement March 16, 2021 Dear Shareholder: We invite you to attend the annual meeting of shareholders on Wednesday, May 26, 2021, beginning promptly at 9:30 a.m. Central Time. For the health and safety of shareholders, employees and our communities, the annual meeting of shareholders will be a virtual meeting. Shareholders will be able to listen, vote, and submit questions during the annual meeting from any remote location that has Internet connectivity by connecting 15-minutes prior to the annual meeting start time at ww1w . virtualshareholdermeeting. com/XOM2021. Please see page 5 for detailed instructions for attendingand participating at the annual meeting. At the meeting, you will hear a report on our business and the following items: ‰ Election of directors; ‰ Ratification of PricewaterhouseCoopers LLP as independent auditors; ‰ Advisory vote to approve executive compensation; ‰ Seven shareholder proposals contained in this proxy statement; and ‰ Other matters if properly raised. As you may have heard, an activist investment firm and shareholder, Engine No. 1 (Engine), has proposed four director nominees for election at the annual meeting in opposition to the nominees recommended by our Board of Directors. As a result, you may receive solicitation materials, including a white proxy card, from Engine seeking your proxy to vote for Engine’s nominees. ExxonMobil is not responsible for the accuracy of any information provided by or relating to Engine or its nominees contained in solicitation materials filed or disseminated by or on behalf of Engine or any other statements Engine may make. The Board of Directors does not endorse any Engine nominees and unanimously recommends that you vote FOR the election of nominees proposed by the Board of Directors on the BLUE proxy card. The Board urges you to discard any white proxy card sent to you by Engine. If you have already submitted a white proxy card, you can revoke that proxy by signing and dating the enclosed BLUE proxy card and returning it in the enclosed postage- paid envelope or by voting via Internet or telephone by following the instructions on your BLUE proxy card, BLUE voting instruction form or notice. Your last submitted proxy card counts as your vote; we encourage you to vote only on the BLUE proxy card. Only shareholders of record on March 29, 2021, or their valid proxy holders may vote at the meeting. We are first mailing these proxy materials to our shareholders of record on or about March 16, 2021. This booklet includes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda, procedures, and rules of conduct for the meeting. It also describes how the Board operates, gives information about our director candidates, and provides information about the other items of business to be conducted at the meeting. Financial information is provided separately in the 2020 Annual Report that accompanies or precedes the proxy materials or made available online to all shareholders. Your vote is extremely important. We request that you vote your shares by voting your BLUE proxy card.Evenifyou own only a few shares, we want your voice to be represented at the meeting. You can vote your shares by Internet, toll- free telephone call, or proxy card. A preliminary summary of 2021 Proxy Voting Results may be available at exxonmobil.com after the annual shareholders meeting and will be filed on a Form 8-K within four business days of the meeting. Sincerely, Stephen A. Littleton Darren W. Woods Secretary Chairman of the Board Board of Directors Darren W. Woods Chief Executive Officer, Kenneth C. Frazier Chairman of the Board Lead Director Exxon Mobil Corporation Exxon Mobil Corporation Dear Fellow Shareholders: Dear Fellow Shareholders: It is my pleasure to invite you to the 2021 Exxon Mobil As Lead Director for the ExxonMobil Board, I wanted to Corporation virtual Annual Shareholder Meeting on tell you how proud we are of the way our employees, Wednesday, May 26, 2021, beginning at 9:30 a.m. Central partners and management rose to the extreme Time. challenges resulting from the COVID-19 pandemic and its impact on the global economy. This past year was unprecedented. The pandemic had a severe impact on society and our industry. Despite these In my role as independent Lead Director, I worked with challenges, our employees delivered exceptional operational other independent directors and the Company’s and safety results while looking after themselves and helping management to guide its response and strategic out in communities where we work and live. priorities as it made significant business improvements to weather near-term challenges while maintaining In response to the resulting reduction in demand for our focus on long-term shareholder value. products, we took decisive actions to reduce costs, focus our investments on our highest-returning assets, preserve This oversight demonstrates the importance of sound, the strength of the balance sheet, and maintain a reliable proactive corporate governance. ExxonMobil’s Board dividend. We are confident the actions we’ve taken to pace has worked hard to fulfill its role as stewards of development and preserve long-term value have positioned shareholders’ interests. An important part of that role is ExxonMobil and its shareholders for future success. oversight of the Company’s strategy and key risks, including risks related to climate change. The future is underpinned by an ongoing need for affordable and reliable energy as the global population Also important is your Board’s well-defined, rigorous increases and people everywhere strive for better living refreshment process, which selects nominees with a conditions, greater mobility, and healthier communities. range of backgrounds, knowledge, and complementary For more than 135 years, ExxonMobil has provided the skills relevant to the Company’s business and future energy and products that meet society’s growing and direction. In recent years, the Company has pursued evolving needs, and that continues to be our focus. additional board expertise in the areas of climate science, asset and risk management, and relevant At this year’s meeting, we’ll share with you the progress industry experience. This year, a shareholder, Engine we’ve made in ensuring continued supplies of energy and No. 1, nominated four directors to oppose the highly related products while positioning the Company for a lower- qualified directors recommended by your Board. After a carbon energy future. This includes investments in Guyana thorough review, your Board unanimously determined andthePermianBasin,aswellasoureffortstoreduce not to recommend the Engine No. 1 candidates and emissions and advance lower-emission technologies, urges you to support the Board’s candidates. including our new ExxonMobil Low Carbon Solutions business, which are critical in meeting the goals of the Paris I am confident in our disciplined approach. During the Agreement and society’s net-zero ambitions. We have and year, we consistently leveraged diverse perspectives and continue to be a strong supporter of the Paris Agreement experiences to test assumptions, challenge conventional and its objectives of mitigating global emissions. thinking, offer solutions, and assess management’s beliefs and actions – all in the context of building long- We look forward to sharing more with you at our Annual term shareholder value. Meeting. We appreciate the trust you’ve placed in ExxonMobil as Thank you for your investment in ExxonMobil. we continue to create sustainable shareholder value. TABLE OF CONTENTS Page PROXY SUMMARY AND VOTING MAP .................................................. 1 GENERAL INFORMATION .............................................................. 4 BOARD OF DIRECTORS ................................................................ 9 Item 1 – Election of Directors ........................................................... 9 Background to the Solicitation .......................................................... 16 Corporate Governance .................................................................. 21 Director Compensation ................................................................. 33 Certain Beneficial Owners ............................................................... 35 Director and Executive Officer Stock Ownership ........................................... 35 Audit Committee Report ................................................................ 38 Item 2 – Ratification of Independent Auditors ............................................. 39 Compensation Committee Report ........................................................ 40 Item 3 – Advisory Vote to Approve Executive Compensation ............................... 40 EXECUTIVE COMPENSATION ........................................................... 41 Compensation Discussion and Analysis .................................................. 41 Executive Compensation Tables ........................................................ 60 SHAREHOLDER PROPOSALS ........................................................... 69 Item 4 – Independent Chair ............................................................ 69 Item 5 – Special Shareholder Meetings .................................................. 71 Item 6 – Report on Scenario Analysis .................................................... 73 Item 7 – Report on Environmental Expenditures .......................................... 75 Item