2015 Compensation for Named Executive Officers
Salary
|
|
Changes in salary from the prior year are consistent with the base salary program for all U.S. executives, taking into account desired market orientation, individual performance, increased individual experience, and
level of responsibility.
|
Bonus (Cash plus full value of EBU award)
|
|
The Compensation Committee established a ceiling for the 2015 bonus program of $131 million versus $207 million in 2014. The size of the bonus program compared to 2015 corporate earnings of $16.2 billion is 0.8
percent of earnings. The size of the bonus program is directly linked to Corporate earnings as described on page 39.
|
|
|
The cumulative EPS, or threshold, required for payout of the delayed portion (i.e., EBU) was $6.50 per unit in 2014/2015 and gradually increased since 2001 from $3.00 per unit.
|
|
|
The annual bonuses in 2015 were down 35 percent for Mr. Tillerson and approximately 25 percent for Messrs. Swiger, Albers, and Dolan due to an increase in their pay grade. Mr. Woods award reflected an increase in
his pay grade and his election as President.
|
Equity Awards
|
|
The number of RSUs granted in 2015 was the same as in 2014 for Mr. Tillerson and is reflective of ExxonMobils industry-leading performance as described on pages 30 and 31. The grant level was increased for the
other Named Executive Officers primarily to reflect their transition to higher pay grades as previously noted.
|
|
|
The grant date fair value of each underlying share was lower in 2015, in line with the lower stock price on the 2015 grant date compared to 2014.
|
Pension (Change in Pension Value)
|
|
The lower lump sum interest rate for 2015 (2.75 percent) versus 2014 (3 percent) is a contributing factor to the pension accruals. These values are estimates; the actual value will be determined at the time each
individual retires from the Company.
|
|
|
A breakdown of the factors that determined the change in Mr. Tillersons pension in 2015 is in the narrative to the Summary Compensation Table on page 48.
|
All Other Compensation
|
|
This category comprises all other compensation as shown in the Summary Compensation Table and as explained in more detail on pages 49 and 50.
|
46
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-
Equity
Incentive
Plan
Compen-
sation
($)
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings
($)
|
|
|
All
Other
Compen-
sation
($)
|
|
|
Total
($)
|
|
R.W.
Tillerson
Chairman and CEO
|
|
|
2015
2014
2013
|
|
|
|
3,047,000
2,867,000
2,717,000
|
|
|
2,386,000
3,670,000
3,670,000
|
|
|
18,288,000
21,420,000
21,254,625
|
|
|
|
0
0
0
|
|
|
|
0
0
0
|
|
|
|
3,036,167
4,683,892
0
|
|
|
|
540,291
455,420
496,704
|
|
|
|
27,297,458
33,096,312
28,138,329
|
|
D.W.
Woods
President
(1)
|
|
|
2015
|
|
|
|
736,667
|
|
|
1,219,000
|
|
|
7,241,492
|
|
|
|
0
|
|
|
|
0
|
|
|
|
954,492
|
|
|
|
143,221
|
|
|
|
10,294,872
|
|
A.P.
Swiger
Senior Vice President; PFO
|
|
|
2015
2014
2013
|
|
|
|
1,228,750
1,142,500
1,052,500
|
|
|
1,409,000
1,876,000
1,876,000
|
|
|
8,648,192
8,644,160
8,577,422
|
|
|
|
0
0
0
|
|
|
|
0
0
0
|
|
|
|
3,489,861
4,355,277
640,703
|
|
|
|
126,559
116,619
112,596
|
|
|
|
14,902,362
16,134,556
12,259,221
|
|
M.W.
Albers
Senior Vice President
|
|
|
2015
2014
2013
|
|
|
|
1,232,500
1,162,500
1,092,500
|
|
|
1,409,000
1,876,000
1,876,000
|
|
|
8,648,192
8,644,160
8,577,422
|
|
|
|
0
0
0
|
|
|
|
0
0
0
|
|
|
|
3,277,380
4,337,214
0
|
|
|
|
129,265
135,215
111,791
|
|
|
|
14,696,337
16,155,089
11,657,713
|
|
M.J.
Dolan
Senior Vice President
|
|
|
2015
2014
2013
|
|
|
|
1,322,500
1,252,500
1,175,000
|
|
|
1,635,000
2,168,000
2,168,000
|
|
|
10,078,720
10,129,280
10,051,076
|
|
|
|
0
0
0
|
|
|
|
0
0
0
|
|
|
|
1,565,725
2,360,606
395,472
|
|
|
|
147,587
139,827
126,600
|
|
|
|
14,749,532
16,050,213
13,916,148
|
|
(1)
|
Mr. Woods was Senior Vice President in 2015 and elected President of ExxonMobil and member of the Board of Directors effective January 1, 2016.
|
Terms of Employment Agreements
|
|
ExxonMobils senior executives are at-will employees and do not have employment agreements.
|
Salary
|
|
Effective January 1, 2016, the annual salary was increased for Mr. Tillerson to $3,167,000; and Mr. Woods to $1,000,000.
Effective April 1, 2016, the annual salary was increased for Mr. Swiger to
$1,300,000; Mr. Albers to $1,300,000; and Mr. Dolan to $1,400,000.
|
|
|
Refer to page 39 for more details on the design of the salary program and pages 44 to 46 for more details on the Compensation Committee 2015 decisions.
|
|
|
Salary is not deductible by the Corporation to the extent that it exceeds $1 million for any Named Executive Officer (other than the PFO).
|
Bonus
|
|
The 2015 bonus was paid one-half in cash at the time of grant. The Company delays payment of the balance until cumulative earnings reach $6.50 per share. Delayed bonus amounts do not earn interest.
|
|
|
Refer to page 39 for more details on the design of the bonus program and pages 44 to 46 for more details on the Compensation Committee 2015 decisions.
|
47
Stock Awards
|
|
In accordance with disclosure regulations, the valuation of stock awards in this table represents the grant date fair value, which is equal to the number of RSUs awarded times the grant price. Grant price is deemed to
be the average of the high and low sale prices on the NYSE on the grant date: $81.28 on November 24, 2015; $76.03 on December 9, 2015 (with respect to a supplemental award made to Mr. Woods in connection with his election as
President); $95.20 on November 25, 2014; and $94.47 on November 26, 2013.
|
|
|
Refer to page 40 for more details on the design of the equity program and pages 44 to 46 for more details on the Compensation Committee 2015 decisions.
|
|
|
Dividends or dividend equivalents paid on restricted stock or RSU awards are reflected in the grant date fair value and, therefore, are not shown in the table.
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
The
amounts shown in this column in the Summary Compensation Table solely represent the positive change in pension value. The Corporations nonqualified deferred compensation plan (Supplemental Savings Plan) does not permit accrual of above-market
or preferential earnings.
Pension Value
|
|
The change in pension value shown in the table for 2015 is the increase between year-end 2014 and year-end 2015 in the present value of each executives pension benefits under the plans described in more detail
beginning on page 53.
|
|
|
For each year end, the data reflect an annuity beginning at age 60 (or current age if over 60) equal to 1.6 percent of the participants covered compensation multiplied by years of service at year end. These
values are converted to lump sums using the plans applicable interest rate and other factors as of each year.
|
|
|
|
For plan participants who had attained age 50 with at least 10 years of service before January 1, 2008 (including all Named Executive Officers except Mr. Woods), the lump sum interest rates for an
employee who worked through the end of 2014 was 3 percent and through the end of 2015 was 2.75 percent.
|
|
|
|
For other participants (including Mr. Woods), the plan specifies short-, medium- and long-term interest rate assumptions for this purpose. The lump sum interest rates for an employee who worked through the end of
2014 were 1.32 percent, 3.92 percent, and 5 percent, respectively, and through the end of 2015 were 1.69 percent, 4.08 percent, and 5.03 percent, respectively.
|
|
|
For employees under age 60, these age-60 lump sums are discounted to present values based on the time difference between the individuals age at year-end 2015 and age 60 (and at year-end 2014 and age 60) using the
interest rates for financial reporting of pension obligations as of each year end. The discount rate for determining the present value of benefits was 4 percent as of year-end 2014 and 4.25 percent as of year-end 2015.
|
|
|
The difference between the two year-end amounts represents the annual increase in the value of the pension shown in the Summary Compensation Table.
|
|
|
For Mr. Tillerson, the change in pension value for 2015 represents a 4.6-percent increase in the present value of his pension benefits as shown in the Pension Benefits table on page 53. The following table provides
a breakdown of the underlying factors.
|
|
|
|
|
|
|
|
Factors
|
|
Change in Pension
Value (Percent)
|
|
Change in
Present Value ($)
|
|
Lower
Lump Sum Interest Rate
|
|
2.6
|
|
|
1,693,212
|
|
Change in
Final Average Bonus
|
|
0
|
|
|
0
|
|
Change in
Final Average Salary
|
|
2.3
|
|
|
1,536,996
|
|
Age and
Service
|
|
0.3
|
|
|
194,041
|
|
Total
|
|
4.6
|
|
|
3,036,167
|
|
48
All Other Compensation
The
following table breaks down the amounts included in the All Other Compensation column of the Summary Compensation Table for 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Life
Insurance
($)
|
|
|
Savings
Plan
($)
|
|
|
Personal
Security
($)
|
|
|
Personal Use of
Company
|
|
|
Financial
Planning
($)
|
|
|
Relocation
($)
|
|
|
Total
($)
|
|
|
|
|
|
Aircraft
($)
|
|
|
Properties/Car
($)
|
|
|
|
|
R.W. Tillerson
|
|
|
96,054
|
|
|
|
213,290
|
|
|
|
122,675
|
|
|
|
73,856
|
|
|
|
23,726
|
|
|
|
10,690
|
|
|
|
0
|
|
|
|
540,291
|
|
D.W. Woods
|
|
|
0
|
|
|
|
51,567
|
|
|
|
15,184
|
|
|
|
0
|
|
|
|
61
|
|
|
|
9,363
|
|
|
|
67,046
|
|
|
|
143,221
|
|
A.P. Swiger
|
|
|
25,215
|
|
|
|
86,013
|
|
|
|
4,641
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,690
|
|
|
|
0
|
|
|
|
126,559
|
|
M.W. Albers
|
|
|
25,319
|
|
|
|
86,275
|
|
|
|
961
|
|
|
|
0
|
|
|
|
6,020
|
|
|
|
10,690
|
|
|
|
0
|
|
|
|
129,265
|
|
M.J. Dolan
|
|
|
41,712
|
|
|
|
92,575
|
|
|
|
1,757
|
|
|
|
0
|
|
|
|
853
|
|
|
|
10,690
|
|
|
|
0
|
|
|
|
147,587
|
|
Life Insurance
|
|
The Company offers senior executives term life insurance or a Company-paid death benefit. The Company eliminated this program for all newly eligible executives as of October 2007, but retained it for all current
participants. All Named Executive Officers participate in the program except for Mr. Woods who participates only in the Companys broad-based employee life insurance program.
|
|
|
Coverage under either option equals 4 times base salary until age 65, and a declining multiple thereafter until age 75, at which point the multiple remains at 2.5 times salary.
|
|
|
For executives with term life insurance coverage, the premium cost in any year depends on overall financial and mortality experience under the group policy. For executives electing the death benefit, there is no cash
cost until the executive dies, as benefits are paid directly by the Company.
|
|
|
The amount shown is based on Internal Revenue Code tables used to value the term cost of such coverage. This valuation is applied since the actual life insurance premium is a single payment for a large group of
executives that does not represent the cost of insuring one specific individual; and because one of the Named Executive Officers has elected the death benefit, the long-term cost of which is comparable to the insurance.
|
Savings Plan
|
|
The amount shown is the value of Company-matching contributions under ExxonMobils tax-qualified savings plan and Company credits under the related nonqualified supplemental plan.
|
|
|
The Company matching contribution is 7 percent, which is consistent with the matching contribution for all employees participating in the savings plan.
|
|
|
The nonqualified supplemental plan provides all affected employees with the 7-percent Company credit to which they would otherwise be entitled as a matching contribution under the qualified plan if not for
limitations under the Internal Revenue Code.
|
|
|
The value of the credits to the nonqualified supplemental plan is also disclosed in the Nonqualified Deferred Compensation table on page 55.
|
Personal Security
|
|
The Company provides security for its employees as appropriate based on an assessment of risk, which includes consideration of the employees position and work location.
|
|
|
The Company does not consider any such security costs to be personal benefits since these costs arise from the nature of the employees employment by the Company. However, the disclosure regulations require certain
security costs to be reported as personal benefits.
|
49
|
|
The amounts shown in the table include the following types of security-related costs: security systems at executive residences; security services and personnel (at residences and/or during personal travel); car and
personal security driver; and Company communications equipment. Costs of security related to travel for business purposes are not included.
|
|
|
The car provided for security reasons and used primarily for commuting is valued based on the annualized cost of the car plus maintenance and fuel. Reported costs for rental cars utilized due to security concerns
during personal travel are the actual incremental costs.
|
|
|
For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary, wages, and benefits are not allocated because the Company
already incurs these costs for business purposes.
|
|
|
For security contractors, the cost is the actual incremental cost of such contractors associated with the executives personal time.
|
|
|
For Mr. Tillerson, the amount shown includes $84,310 for residential security and $27,013 for the cost of his car provided for security reasons as described above. The remainder is for security costs relating to
personal travel and other communications equipment to conduct business in a secure manner.
|
Aircraft
|
|
For security reasons, the Board requires the Chairman and CEO to use Company aircraft for both business and personal travel. The Compensation Committee considers these costs to be necessary security-related business
expenses rather than perquisites, but per the disclosure regulations, the incremental cost of aircraft usage for personal travel is reported.
|
|
|
Incremental cost for personal use of the aircraft is based on direct operating costs (fuel, airport fees, incremental pilot costs, etc.) and does not include capital costs of the aircraft since the Company already
incurs these costs for business purposes.
|
Properties/Car
|
|
The Company owns or leases various venues for the purpose of business entertainment, including boxes and season tickets to sporting events and recreation and conference retreat properties. When these venues are not in
use for business entertainment, they may be available to executives and other personnel.
|
|
|
The table shows the incremental cost incurred for any personal use of these venues by the Named Executive Officers. Cost for this purpose is based solely on incremental operating costs (catering, transportation,
incremental employee or contractor costs, etc.) and does not include annual or capital costs of these venues since the Company already incurs these costs for business purposes.
|
|
|
The amount shown also includes the incremental cost for personal use of a Company car, which is based on an assumed cost of $0.58 per mile. Driver personnel costs are not allocated because the Company already incurs
these costs for business purposes.
|
Financial Planning
|
|
The Company provides financial planning services to senior executives, which includes tax preparation. This benefit is valued based on the actual charge for the services.
|
Relocation
|
|
The Company provides relocation assistance to all eligible employees on a consistent basis.
|
|
|
The amount shown for Mr. Woods represents $66,446 for relocation costs reimbursed to him or paid on his behalf, and $600 for tax payments related to these relocation payments.
|
50
Grants of Plan-Based Awards for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
|
Estimated Future
Payouts
Under Non-Equity
Incentive
Plan Awards
|
|
|
Estimated Future
Payouts
Under Equity
Incentive
Plan Awards
|
|
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
|
|
|
All Other
Option
Awards:
Number
of
Securities
Under-
lying
Options
(#)
|
|
|
Exercise
or
Base
Price
of
Option
Awards
($/Sh)
|
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
|
|
|
|
Thresh
-old
($)
|
|
|
Tar-
get
($)
|
|
|
Maxi-
mum
($)
|
|
|
Thresh
-old
(#)
|
|
|
Tar-
get
(#)
|
|
|
Maxi-
mum
(#)
|
|
|
|
|
|
R.W. Tillerson
|
|
|
11/24/2015
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
225,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
18,288,000
|
|
D.W. Woods
|
|
|
11/24/2015
12/09/2015
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
64,400
26,400
|
|
|
|
0
0
|
|
|
|
0
0
|
|
|
|
5,234,432
2,007,060
|
|
A.P. Swiger
|
|
|
11/24/2015
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
106,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,648,192
|
|
M.W. Albers
|
|
|
11/24/2015
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
106,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,648,192
|
|
M.J. Dolan
|
|
|
11/24/2015
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
124,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,078,720
|
|
In 2015, equity grants were made in the form of restricted stock units (RSUs). Each RSU represents one share of ExxonMobil common stock.
RSUs granted to the Named Executive Officers may only be settled in shares. During the restricted period for RSUs, the executive receives a cash payment on each RSU corresponding to the cash dividends paid on an outstanding share of ExxonMobil
stock. Unlike shares of restricted stock, RSUs do not carry voting rights prior to settlement.
Restrictions and Forfeiture Risk
|
|
For details regarding ExxonMobils restrictions and forfeiture provisions, see pages 40 and 43.
|
Grant Date
|
|
The grant date is the same as the date on which the Compensation Committee of the Board met to approve the awards. For details of grant date fair value, see page 48.
|
Outstanding Equity Awards at Fiscal Year-End for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
($)
|
|
R.W. Tillerson
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
1,913,500
|
|
|
|
149,157,325
|
|
|
|
0
|
|
|
|
0
|
|
D.W. Woods
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
237,500
|
|
|
|
18,513,125
|
|
|
|
0
|
|
|
|
0
|
|
A.P. Swiger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
575,750
|
|
|
|
44,879,713
|
|
|
|
0
|
|
|
|
0
|
|
M.W. Albers
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
661,150
|
|
|
|
51,536,643
|
|
|
|
0
|
|
|
|
0
|
|
M.J. Dolan
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
744,400
|
|
|
|
58,025,980
|
|
|
|
0
|
|
|
|
0
|
|
Stock Awards (Restricted Stock and RSUs)
|
|
Stock awards shown in the table above include both restricted stock and RSUs. Restricted stock awards have the same terms as RSUs, except that restricted stock awards include voting rights. For more information
regarding the terms of RSUs, see page 40.
|
51
|
|
For Mr. Woods, the table above also includes restricted stock and RSUs (29,400 restricted stock/RSUs) that were granted before he became a senior executive and are subject to a different vesting schedule than his
current and more recent awards but otherwise have the same terms as awards granted to other senior executives. These remaining outstanding shares/units vest in seven years from grant date.
|
|
|
|
Of the 29,400 restricted stock/RSUs, 7,350 are RSUs to be settled in cash. Cash-settled RSUs are used in certain jurisdictions due to local regulatory requirements and were granted to Mr. Woods during a period of
service outside the U.S.
|
|
|
The table below shows the dates on which the respective restricted periods for the stock awards shown in the previous table expire, assuming the awards are not forfeited and the executive is living when the restrictions
lapse.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Date Restrictions Lapse and Number of Shares/Units
|
|
|
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
10 Years
or
Retirement,
Whichever
Occurs
Later
|
|
|
Retirement
(1)
|
|
R.W. Tillerson
|
|
|
112,500
|
|
|
|
112,500
|
|
|
|
112,500
|
|
|
|
112,500
|
|
|
|
112,500
|
|
|
|
1,333,000
|
|
|
|
18,000
|
|
D.W. Woods
|
|
|
7,350
|
|
|
|
25,350
|
|
|
|
31,950
|
|
|
|
23,400
|
|
|
|
45,400
|
|
|
|
104,050
|
|
|
|
0
|
|
A.P. Swiger
|
|
|
38,500
|
|
|
|
42,000
|
|
|
|
45,400
|
|
|
|
45,400
|
|
|
|
53,200
|
|
|
|
351,250
|
|
|
|
0
|
|
M.W. Albers
|
|
|
42,000
|
|
|
|
45,400
|
|
|
|
45,400
|
|
|
|
45,400
|
|
|
|
53,200
|
|
|
|
429,750
|
|
|
|
0
|
|
M.J. Dolan
|
|
|
45,400
|
|
|
|
49,300
|
|
|
|
53,200
|
|
|
|
53,200
|
|
|
|
62,000
|
|
|
|
481,300
|
|
|
|
0
|
|
|
(1)
|
Prior to 2002, restricted stock awards granted by the Corporation took the form of Career Shares that vest in a single installment at the beginning of the year following retirement. Career Shares reflected in the above
table represent 18,000 shares for Mr. Tillerson. Career Shares have the same restrictions on transfer and potential for forfeiture as other restricted stock and RSU awards and have not been granted since 2002.
|
Option Exercises and Stock Vested for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
Number of Shares
Acquired on Exercise
(#)
|
|
|
Value Realized
on Exercise
($)
|
|
|
Number of Shares
Acquired on Vesting
(#)
|
|
|
Value Realized
on Vesting
($)
|
|
R.W. Tillerson
|
|
|
0
|
|
|
|
0
|
|
|
|
112,500
|
|
|
|
8,986,500
|
|
D.W. Woods
|
|
|
0
|
|
|
|
0
|
|
|
|
6,450
|
|
|
|
526,578
|
|
A.P. Swiger
|
|
|
0
|
|
|
|
0
|
|
|
|
34,250
|
|
|
|
2,735,890
|
|
M.W. Albers
|
|
|
0
|
|
|
|
0
|
|
|
|
38,500
|
|
|
|
3,075,380
|
|
M.J. Dolan
|
|
|
0
|
|
|
|
0
|
|
|
|
42,000
|
|
|
|
3,354,960
|
|
Stock Awards/Restriction Lapse in 2015
|
|
In 2015, restrictions lapsed on 50 percent of restricted stock unit (RSU) awards that were granted in 2010. For Mr. Woods, restrictions lapsed on 50 percent of cash-settled RSU awards that were granted in
2008. See notes to Outstanding Equity Awards at Fiscal Year-End for 2015 table for more information.
|
|
|
The number of shares acquired on vesting is the gross number of shares to which the award relates. The value realized is the gross number of shares times the market price, which is the average of the high and low sale
prices on the NYSE on the date that restrictions lapse.
|
|
|
The net number of shares acquired (gross number of shares less shares withheld for taxes) are 65,306 for Mr. Tillerson; 19,882 for Mr. Swiger; 22,349 for Mr. Albers; and 24,381 for Mr. Dolan.
Mr. Woods received a cash payment on his vested award corresponding to the gross number of underlying shares (valued at the average of the high and low sale prices on the NYSE on the date the restrictions lapse) minus withholding taxes.
|
|
|
Refer to the Equity Awards section on page 40 for additional information.
|
52
Pension Benefits for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number of
Years Credited
Service
(#)
|
|
|
Present Value of
Accumulated
Benefit
($)
|
|
|
Payments
During Last
Fiscal Year
($)
|
|
R.W. Tillerson
|
|
ExxonMobil Pension Plan
ExxonMobil Supplemental Pension Plan
ExxonMobil Additional Payments Plan
|
|
|
40.58
40.58
40.58
|
|
|
|
2,349,944
25,766,799
41,434,884
|
|
|
|
0
0
0
|
|
D.W. Woods
|
|
ExxonMobil Pension Plan
ExxonMobil Supplemental Pension Plan
ExxonMobil Additional Payments Plan
|
|
|
23.34
23.34
23.34
|
|
|
|
914,354
1,527,013
4,029,200
|
(a)
(b)
(b)
|
|
|
0
0
0
|
|
A.P. Swiger
|
|
ExxonMobil Pension Plan
ExxonMobil Supplemental Pension Plan
ExxonMobil Additional Payments Plan
|
|
|
37.33
37.33
37.33
|
|
|
|
2,376,324
8,645,611
19,473,868
|
|
|
|
0
0
0
|
|
M.W. Albers
|
|
ExxonMobil Pension Plan
ExxonMobil Supplemental Pension Plan
ExxonMobil Additional Payments Plan
|
|
|
36.42
36.42
36.42
|
|
|
|
2,266,038
8,458,808
19,654,191
|
|
|
|
0
0
0
|
|
M.J. Dolan
|
|
ExxonMobil Pension Plan
ExxonMobil Supplemental Pension Plan
ExxonMobil Additional Payments Plan
|
|
|
35.42
35.42
35.42
|
|
|
|
2,123,505
8,834,427
20,604,516
|
|
|
|
0
0
0
|
|
(a)
|
The Present Value of Accumulated Benefit figure for the ExxonMobil Pension Plan for Mr. Woods is calculated as if he were eligible for early retirement (i.e., at least 55 years of age with at least 15 years of
service). Because Mr. Woods is not yet 55 years of age, he would not be eligible to receive a single-sum payment of his pension benefit if he were to terminate employment at year-end 2015; and, in such circumstance, any annuity benefit he
elected to receive would be actuarially reduced.
|
(b)
|
In the event of termination prior to early retirement eligibility, there is no benefit payable under the Supplemental Pension Plan or Additional Payments Plan. The Present Value of Accumulated Benefit figure for these
plans for Mr. Woods is calculated as if he were eligible for early retirement, even though he is not eligible as of year-end 2015.
|
Pension
Plans
|
|
Retirement benefit plans (qualified and nonqualified) provide an annual benefit of 1.6 percent of final average pay per year of service, with an offset for Social Security benefits. See page 41 for a
description. Below are the calculations and forms of payments for each plan:
|
|
|
|
|
|
Plan Name
|
|
Calculation
|
|
Forms of Payment
|
Pension Plan
(qualified)
|
|
1.6% x final average salary
(1)
x years credited service, less a social security offset
|
|
Benefit available as a lump sum or in various annuity forms
|
Supplemental Pension Plan
(nonqualified)
|
|
1.6% x final average salary
(1)
x years credited service
|
|
Paid in the form of an equivalent lump sum six months after retirement
|
Additional Payments Plan
(nonqualified)
|
|
1.6% x average annual bonus
(2)
x years credited service
|
|
Paid in the form of an equivalent lump sum six months after retirement
|
|
(1)
|
Final average salary is the average of the highest 36 consecutive months in the 10 years of service prior to retirement. For the Pension Plan, final average salary included and benefits paid are subject to the limits on
compensation ($265,000 for 2015, adjusted each year for inflation) and benefits prescribed by the Internal Revenue Code. For the Supplemental Pension Plan, final average salary is the amount that exceeds the Internal Revenue Code limit.
|
|
(2)
|
Average annual bonus is the average of the annual bonus for the three highest grants of the last five awarded prior to retirement (including the portion of the annual bonus that is paid at time of grant and the portion
that is paid on a delayed basis as described on page 39).
|
53
Present Value Pension Calculations
|
|
The present value of accumulated benefits shown in the Pension Benefits table is determined by converting the annuity values earned as of year end to lump sum values payable at age 60 (or at the employees actual
age, if older) using the mortality tables and interest rate that would apply to a participant who retired in the first quarter of 2016.
|
|
|
For plan participants who had attained age 50 with at least 10 years of service before January 1, 2008 (including all Named Executive Officers except Mr. Woods), the applicable lump sum interest rate was
2.75 percent. For other participants (including Mr. Woods), the plan specifies short-, medium- and long-term interest rate assumptions for this purpose, which were 1.69 percent, 4.08 percent, 5.03 percent respectively.
|
|
|
The actual lump sum conversion factors that will apply when each executive retires may be different.
|
|
|
For executives who were not yet age 60, the present value as of year-end 2015 of each executives age-60 lump sum is determined using a discount rate of 4.25 percent, the rate used for valuing pension obligations
for purposes of the Corporations financial statements for 2015.
|
Effect of Early Termination or Death
|
|
The Named Executive Officers have not received any additional service credit. Actual service is reflected in the table on page 53.
|
|
|
All three pension plans require completion of 15 years of service and attainment of age 55 to be eligible for early retirement. All Named Executive Officers have satisfied this requirement except for Mr. Woods who
does not currently meet the age requirement.
|
|
|
The early retirement benefit under the pension plans consists of an annuity benefit that is undiscounted for retirement ages of 60 years or over, with a discount of 5 percent for each year under age 60. In
addition, the Social Security offset is waived for annuity payments scheduled to be paid prior to age 62. Finally, the benefit is eligible to be paid in the form of a lump sum.
|
|
|
Early retirement benefits are in some cases more valuable than the present value of the executives earned age-60 benefits. This is because the increase in lump sum value due to receiving benefits earlier and using
a longer life expectancy are not fully offset, in the current interest rate environment, by the plans discount factor (5 percent per year) for early retirement annuities.
|
|
|
The table below shows the lump sum early retirement benefits under the plans for Messrs. Swiger and Albers as of year-end 2015. The lump sum early retirement benefits for Messrs. Tillerson and Dolan as of year-end 2015
are the amounts shown in the Pension Benefits table.
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Lump Sum Early
Retirement Benefit
($)
|
|
A.P. Swiger
|
|
ExxonMobil Pension Plan
|
|
|
2,291,065
|
|
|
|
ExxonMobil Supplemental Pension Plan
|
|
|
8,839,762
|
|
|
|
ExxonMobil Additional Payments Plan
|
|
|
19,655,707
|
|
M.W. Albers
|
|
ExxonMobil Pension Plan
|
|
|
2,234,932
|
|
|
|
ExxonMobil Supplemental Pension Plan
|
|
|
8,677,253
|
|
|
|
ExxonMobil Additional Payments Plan
|
|
|
19,977,883
|
|
|
|
In the event of termination prior to early retirement eligibility, there is no benefit payable under the Supplemental Pension Plan or Additional Payments Plan, and the pension benefit payable from the ExxonMobil Pension
Plan is actuarially discounted.
|
|
|
In the event of death after early retirement eligibility, the retirement benefit is payable to the participants beneficiary. Prior to early retirement eligibility, if a participant has at least 15 years of
service, the actuarially determined present value of the benefit accrued prior to death is payable to the participants beneficiary. Under the qualified Pension Plan, if a participant has less than 15 years of service at the time of death,
the survivor benefit, payable to the participants surviving spouse, is 50 percent of the actuarially discounted vested termination benefit payable under the qualified joint and survivor annuity option.
|
54
Nonqualified Deferred Compensation for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
in
Last FY
($)
|
|
|
Registrant
Contributions
in
Last FY
($)
|
|
|
Aggregate
Earnings in
Last FY
($)
|
|
|
Aggregate
Withdrawals/
Distributions
(1)
($)
|
|
|
Aggregate
Balance at
Last FYE
($)
|
|
R.W. Tillerson
|
|
|
0
|
|
|
|
194,740
|
|
|
|
55,232
|
|
|
|
74,711
|
|
|
|
1,981,903
|
|
D.W. Woods
|
|
|
0
|
|
|
|
33,017
|
|
|
|
5,874
|
|
|
|
0
|
|
|
|
226,598
|
|
A.P. Swiger
|
|
|
0
|
|
|
|
67,463
|
|
|
|
20,171
|
|
|
|
20,098
|
|
|
|
729,958
|
|
M.W. Albers
|
|
|
0
|
|
|
|
67,725
|
|
|
|
15,835
|
|
|
|
21,351
|
|
|
|
579,737
|
|
M.J. Dolan
|
|
|
0
|
|
|
|
74,025
|
|
|
|
22,466
|
|
|
|
23,931
|
|
|
|
810,870
|
|
(1)
|
Represents a partial distribution of plan benefits for the payment of FICA taxes due.
|
|
|
The table above shows the value of the Company credits under ExxonMobils nonqualified Supplemental Savings Plan.
|
|
|
The nonqualified savings plan provides employees with the 7-percent Company-matching contribution to which they would otherwise be entitled under the qualified plan if not for limitations on covered compensation and
total contributions under the Internal Revenue Code.
|
|
|
The rate at which the nonqualified savings plan account bears interest during the term of a participants employment is 120 percent of the long-term Applicable Federal Rate.
|
|
|
The Company credits for 2015 are also included in the Summary Compensation Table under the column labeled All Other Compensation. The aggregate balance at the last fiscal year end shown above includes amounts reported
as Company contributions in the Summary Compensation Table of the current proxy statement and proxy statements from prior years as follows: $1,579,130 for Mr. Tillerson; $33,017 for Mr. Woods; $234,938 for Mr. Swiger; $292,250 for
Mr. Albers; and $407,313 for Mr. Dolan.
|
Administrative Services for Retired Employee Directors
|
|
The Company provides certain administrative support to retired employee directors, generally involving, but not limited to, assistance with correspondence and travel arrangements relating to activities the retired
directors are involved with that continue from their employment, such as board positions with nonprofit organizations. Given the nature of the support provided, a retired directors spouse may also benefit from the support provided.
|
|
|
Retired employee directors are also allowed to use vacant office space at headquarters.
|
|
|
It is not possible to estimate the future cost that may be incurred by the Company for providing these services to Messrs. Tillerson and Woods, who are currently the only employee directors.
|
|
|
The aggregate incremental cost of providing these services to all current beneficiaries is approximately $125,000 per year. This amount represents the compensation and benefit cost for support personnel allocated based
on their estimated time dedicated to providing this service, as well as other miscellaneous office support costs.
|
Health
Care Benefits
|
|
Executives and their families are eligible to participate in the Companys health care programs, including medical, dental, prescription drug, and vision care, on the same basis as all other U.S. employees. No
special provisions apply.
|
Unused Vacation
|
|
U.S. salaried employees are entitled to payment of salary for any accumulated but unused vacation days at retirement or other termination of employment. Payment for unused vacation is included in final payments of
earned salary, if applicable.
|
55
Termination and Change in Control
|
|
ExxonMobil executive officers are not entitled to any additional payments or benefits relating to termination of employment other than the retirement benefits previously described.
|
|
|
Executives do not have employment contracts, a severance program, or any benefits or payments triggered by a change in control.
|
|
|
For more details on ExxonMobils forfeiture provisions and clawback policy, see page 43.
|
Payments in the Event of Death
|
|
The only event that results in the acceleration of the vesting period for outstanding equity awards is death.
|
|
|
Also in the event of death, an executives estate or beneficiaries would be entitled to receive the applicable pension death benefits as described on page 54, a distribution of the executives savings plan
balances, and payment of Company-provided life insurance or death benefits as described on page 49. At year-end 2015, the amount of Company-provided life insurance for each Named Executive Officer is as follows:
|
|
|
|
Name
|
|
Life Insurance Benefit ($)
|
R.W. Tillerson
|
|
12,188,064
|
D.W. Woods
|
|
1,540,032
|
A.P. Swiger
|
|
5,000,064
|
M.W. Albers
|
|
5,000,064
|
M.J. Dolan
|
|
5,360,064
|
SHAREHOLDER PROPOSALS
We expect Items 4 through 14 to be presented by shareholders at the annual meeting. Following SEC rules, other than minor formatting changes, we are reprinting the
proposals and supporting statements as they were submitted to us. We take no responsibility for them. Upon oral or written request to the Secretary at the address listed under Contact Information on page 4, we will provide information about the
sponsors shareholdings, as well as the names, addresses, and shareholdings of any co-sponsors.
The Board recommends you vote AGAINST Items 4 through 14
for the reasons we give after each one.
ITEM 4 INDEPENDENT CHAIRMAN
This proposal was submitted by the Ellen M. Higgins Trust 1959, 111 Commercial Street, Suite 302, Portland, ME 04101, the beneficial holder of 150 shares.
RESOLVED:
That the shareholders request the Board of Directors of ExxonMobil to adopt as policy, and amend the bylaws as necessary, to require the Chair of
the Board of Directors, whenever possible, be an independent member of the Board. This policy should be phased in for the next CEO transition. Compliance with this policy is waived if no independent director is available and willing to serve as
Chair.
SUPPORTING STATEMENT:
We believe:
|
|
The role of the CEO and management is to run the company;
|
|
|
The role of the Board of Directors is to provide independent oversight of management and the CEO;
|
|
|
There is a potential conflict of interest for a CEO to be her/his own overseer while managing the business.
|
ExxonMobils CEO Rex Tillerson presently serves both as CEO and Chair of the Companys Board of Directors. We believe the combination of these two roles in a
single person weakens a corporations governance structure, which can harm shareholder value.
56
Chairing and overseeing the Board is a time intensive responsibility, and a separate Chair leaves the CEO free to
manage the company and build effective business strategies.
As Intels former chair Andrew Grove stated, The separation of the two jobs goes to the
heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee
?
If hes an employee, he needs a boss, and that boss is the Board. The Chairman runs
the Board. How can the CEO be his own boss
?
Numerous institutional investors recommend separation. For
example, Californias Retirement System CalPERS Principles & Guidelines encourages separation, even with a lead director in place.
Shareholder
resolutions urging separation of CEO and Chair averaged approximately 36% of votes in favor in 2014 and 30% in 2015, an indication of strong investor support.
Many
companies have separate and/or independent Chairs. By 2014, 46.4% of the S&P 500 companies had boards that were not chaired by their CEO. An independent Chair is the prevailing practice in the United Kingdom and many international markets.
An independent Chair and vigorous Board can improve focus on important ethical and governance matters, strengthen accountability to shareowners and help forge long-term
business strategies that best serve the interests of shareholders, consumers, employees and the company.
This resolution to ExxonMobil received 34% vote in favor
last year.
To foster a simple transition, we propose this policy be phased in when Mr. Tillerson retires and the next CEO is chosen.
We urge a vote FOR this resolution.
The Board recommends you vote AGAINST
this proposal for the following reasons:
The Board believes that the decision as to who should serve as Chairman and/or CEO is the proper responsibility of the
Board. Directors possess considerable experience and understand the unique challenges and opportunities the Company faces, and are in the best position to evaluate the needs of the Company and how best to organize the capabilities of the directors
and senior managers to meet those needs.
The Board carefully considers the pros and cons of separating or combining the Chairman and CEO positions and whether the
Chairmanship should be held by an independent director, whenever the circumstances require. The Board must retain the flexibility to determine the particular governance structure the Board believes will best serve the long-term interests of
shareholders at the time and should not be compelled to take a particular position that may be contrary to its best judgment.
Empirical studies are inconclusive on
the benefits of separating the Chairman and CEO roles, and recent third-party research suggests caution in adopting an inflexible, one-size-fits-all approach, which may explain why the approach remains a distinct minority position among U.S.
companies. According to the
2015 Spencer Stuart Board Index
, only 29 percent of S&P 500 companies have a truly independent chairman, and only 4 percent have a policy that mandates the separation of the Chairman and CEO roles.
The Board is comprised entirely of independent directors except the CEO and President. Each independent director has access to the CEO and other Company executives on
request; may call meetings of the independent directors; and may request agenda topics to be added or dealt with in more detail at meetings of the full Board or an appropriate Board committee.
At the present time, the Board believes that independent Board leadership is effectively provided by the Presiding Director, who:
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Has the authority to call, chair, and determine the agenda for executive sessions of the non-employee directors and provide feedback to the Chairman;
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Chairs Board meetings in the absence of the Chairman; and
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In consultation with the Chairman, reviews schedules and agendas for Board meetings.
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The Compensation Committee,
comprised of independent directors, reviews the CEOs performance and establishes his compensation, the result of which is reviewed with the full Board, absent the Chairman.
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ITEM 5 CLIMATE EXPERT ON BOARD
This proposal was submitted by the Province of St. Joseph of the Capuchin Order, 1015 North Ninth Street, Milwaukee, WI 53233, the beneficial owner of at least $2,000 in
market value of the Companys stock and lead proponent of a filing group.
Climate change expertise at both management and board levels is critical to
companies success in the energy industry because of significant environmental issues associated with their operations. These impact shareholders, lenders, host country governments and regulators, as well as affected communities.
Companies ability to demonstrate policies and best practices reflecting internationally accepted environmental standards can lead either to successful business planning or difficulties in raising new capital and obtaining the necessary
licenses from regulators.
We believe ExxonMobils Board of Directors would benefit by addressing the impact of climate change on its business at its most
strategic level by electing to its Board independent specialists versed in all business aspects of climate change. Just one authoritative figure with acknowledged expertise and standing could perform a valuable role in ways that would enable the
Board to more effectively address the environmental issues and risks inherent in its present business model regarding climate change. It would also help ensure that the highest levels of attention are focused on developing environmental standards
for new projects. In comparison, banks which had inadequate expertise on their boards to deal with risks related to new financial instruments and transactions often paid a huge price with a major impact on shareholder value.
Since the Exxon Valdez incident, the publics perception of ExxonMobil represents a company with questionable environmental practices. For years some shareholders
concerned about ExxonMobils approach to climate change have asked to engage directly with members of its Board; consistently they have been denied this access to dialogue on matters of critical concern regarding climate change.
RESOLVED
, shareholders request that, as elected board directors terms of office expire, the Exxon Mobil Corporations Boards Nominating Committee
nominate for Board election at least one candidate who:
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has a high level of climate change expertise and experience in environmental matters relevant to hydrocarbon exploration and production, related risks, and alternative, renewable energy sources and is widely
recognized in the business and environmental communities as such, as reasonably determined by ExxonMobils Board, and
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will qualify, subject to exceptions in extraordinary circumstances explicitly specified by the board, as an independent director.*
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* a director shall not be considered independent if, during the last three years, she or he
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was, or is affiliated with a company that was an advisor or consultant to the Company;
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was employed by or had a personal service contract(s) with the Company or its senior management;
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was affiliated with a company or non-profit entity that received the greater of $2 million or 2% of its gross annual revenues from the Company;
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had a business relationship with the Company worth at least $100,000 annually;
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has been employed by a public company at which an executive officer of the Company serves as a director;
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had a relationship of the sorts described herein with any affiliate of the Company; and
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was a spouse, parent, child, sibling or in-law of any person described above.
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The Board recommends you vote AGAINST this proposal for
the following reasons:
ExxonMobils current process, as reflected in its
Guidelines for the Selection of Non-Employee Directors
, requires director
candidates to have a breadth of experience and demonstrated expertise in managing large, relatively complex organizations and be accustomed to dealing with complex situations with worldwide scope.
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The Board must possess the capabilities to address the full range of business risks, from financial to social to
environmental, including climate risk. In doing so, the Board leverages subject matter experts, both internally and externally, to share the latest science, analysis, and insights.
Because each director must possess a breadth of expertise and experience, setting aside a seat for an environmental specialist or other single-issue candidate who lacks
other important attributes would, in our view, not be in the best interests of the Company or its shareholders because it would dilute the breadth needed by all directors to make informed decisions for the Company. Board members have fiduciary
duties to the Companys shareholders which require them to be informed on multiple issues and work together with other Board members to make decisions on a collaborative basis.
The Board is comprised of members with the credentials, proficiencies, and experience that enable the Board to effectively address climate-related issues. Board members
hold nine science and engineering degrees and have relevant experience and leadership in a range of environmental matters, such as water, alternative energies, energy conservation, global climate issue management, and environmental innovation.
Further, the Board has access to environmental and climate expertise via periodic briefings by Company professionals whose primary expertise is in the area of environmental management and stewardship. This includes sharing external perspectives on
the status of science, research and development, and public policy.
The Companys core value to Protect Tomorrow, Today serves as a foundation for
sound environmental management. Our
Operations Integrity Management System
is an effective and proven framework that aligns our environmental priorities with our business objectives, and has brought about improved environmental performance
for many years.
ITEM 6 HIRE AN INVESTMENT BANK
This proposal was submitted by Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, the beneficial owner of 500 shares.
[XOM: Rule 14a-8 Proposal, December 30, 2015]
Proposal [6] Hire an investment bank
Shareholders
recommend our company hire an investment bank to explore the sale of our company. This would include a sale by dividing the company into major pieces to facilitate such a sale.
I believe the sale of XOM would release significantly more value to the shareholders than the current share price. Our stock was trading above $100 in 2014 and it went
below $75 in 2015.
Hire an investment bank Proposal [6]
The Board recommends you vote AGAINST this proposal for the following reasons:
ExxonMobil pursues business strategies that maximize long-term shareholder value. The Company also manages its assets and business segments with a focus on profitability
to ensure that acceptable financial performance is achieved. This asset management discipline includes considering the sale of assets or businesses when such divestments yield the highest value for shareholders. This financial discipline has led to
the sale of over $45 billion of assets and businesses over the past 10 years.
On an ongoing basis, ExxonMobil considers a wide range of strategies and business
structures, as a fundamental responsibility of the Corporations management.
Since the Exxon-Mobil merger, the Company has returned $357 billion to
shareholders through dividends and share purchases, which is greater than the market capitalization of 496 of the S&P 500 companies. This has been done in a sustainable manner without having to dismantle the Company or undermine its business
model, and has rewarded long-term shareholders with returns in excess of the S&P 500.
ITEM 7 PROXY ACCESS BYLAW
This proposal was submitted by the New York City Employees Retirement System, the New York City Fire Department Pension Fund, the New York City
Teachers Retirement System, the New York City Police Pension Fund,
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and the New York City Board of Education Retirement System (the Systems), One Centre Street, Room 629, New York, NY 10007, the beneficial owners of 7,168,317 shares.
RESOLVED: Shareholders of Exxon Mobil Corporation (the Company) ask the board of directors (the Board) to take the steps necessary to adopt
a proxy access bylaw. Such a bylaw shall require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person
nominated for election to the board by a shareholder or group (the Nominator) that meets the criteria established below. The Company shall allow shareholders to vote on such nominee on the Companys proxy card.
The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quarter of the directors then serving. This bylaw, which shall
supplement existing rights under Company bylaws, should provide that a Nominator must:
a)
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have beneficially owned 3% or more of the Companys outstanding common stock continuously for at least three years before submitting the nomination;
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b)
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give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission rules about (i) the nominee, including consent
to being named in the proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the Disclosure); and
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c)
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certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominators communications with the Company shareholders, including the Disclosure and Statement;
(ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Companys proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of
business and not to change or influence control at the Company.
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The Nominator may submit with the Disclosure a statement not exceeding 500 words in
support of each nominee (the Statement). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal
regulations, and the priority to be given to multiple nominations exceeding the one-quarter limit.
SUPPORTING STATEMENT
We believe proxy access is a fundamental shareholder right that will make directors more accountable and enhance shareholder value. A 2014 CFA Institute study concluded
that proxy access would benefit both the markets and corporate boardrooms, with little cost or disruption and could raise overall US market capitalization by up to $140.3 billion if adopted market-wide.
(
http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1
)
The proposed terms are similar to those in vacated SEC Rule 14a-11
(
https://www.sec.gov/rules/final/2010/33-9136.pdf
). The SEC, following extensive analysis and input from companies and investors, determined that those terms struck the proper balance of providing shareholders with a viable proxy access right
while containing appropriate safeguards.
A similar proposal received 49.40% of votes cast at the Companys 2015 annual meeting and similar bylaws have been
adopted by more than 80 companies.
We urge shareholders to vote FOR this proposal.
The Board recommends you vote AGAINST this proposal for the following reasons:
The Board agrees with the underlying objective of maintaining a highly qualified and independent Board by accessing a broad pool of candidates who have experiences and
capabilities that are complementary to the scope and complexity of the Companys business. While the Board is fully aligned with the underlying objective, it believes that the long proven processes currently in place provide a more effective
outcome than what is being proposed by the proponents and that the proposal presents potential risks to the Company and its shareholders.
The Board takes its duty
as a fiduciary of the Company seriously and has processes in place to ensure that all shareholder interests are well represented. Twelve out of the fourteen Board nominees are independent and have
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been selected based upon Board-adopted, published guidelines and processes that are intended to yield a Board comprised of the most highly qualified business and professional leaders. The high
voter tallies that our directors receive year-on-year suggest that shareholders are pleased with the quality of our Board members and demonstrate the effectiveness of the established processes.
The proposal risks undercutting the critical role that the independent Board Affairs Committee plays in ensuring that, through well-established, rigorous processes, the
Board is comprised of personnel with required skills, backgrounds and competencies. Introducing a novel selection process, as the proposal seeks to do, risks diminishing the caliber and effectiveness of the Board over time and the ability of the
Company to attract the kinds of leaders to its Board that shareholders have come to expect. Furthermore, directors who recommend candidates for election each year under these processes do so with a legal duty to all shareholders and act in the
best interests of the Company. It is unclear what duty applies to the selection of proxy candidates under the proposal.
The proposal additionally risks introducing
non-constructive and destabilizing dynamics into the Board election process. Some whom the Company has spoken with as result of its expansive engagement with shareholders on the issue say that a nomination under proxy access does not
necessarily mean that the candidate will be elected. However, there is little experience in the United States with how proxy access will work, and the practice here may vary considerably from other jurisdictions where proxy access currently exists.
At a minimum, the process may result in a proxy contest, which history suggests can be costly, fractious, distracting, and lead to results that are not in the best interests of the Company or its shareholders. Further, we do not believe that there
is any meaningful evidence that proxy access would improve corporate governance or enhance market capitalization.
Perhaps most concerning is the potential risk for
the proposal to increase the influence of special interest groups and lead to single-issue participants on the Board. The Board believes that directors should represent all of the Companys shareholders, not just those who propose them for
election. The proposal, however well intentioned, may be misused by shareholder groups to address various single issues that individually or collectively could undermine a business model that has long served the interests of our shareholders well.
The potential for a series of directors who rotate from one single issue to another can also undermine the long-term focus the Company seeks to foster in its management and Board, consistent with its business strategy and required investment
horizons.
It is also important to reinforce that shareholders already have an important role in determining who is on the Board. Directors are required to stand for
election each year and shareholders can evidence their support or concern regarding individual Board members by vote during the annual shareholders meeting, and the Company has a stringent resignation policy required of any director who fails to
receive a majority of for votes. Also, shareholders have the right to suggest non-employee Board candidates for consideration, and these suggestions are considered in the same manner as other candidate recommendations, whether from Board
members, the Board Affairs Committees independent search firm, or from other sources. Through the Companys ongoing engagement process, shareholders also have an opportunity to share their views and to influence Company policies and
approaches.
ExxonMobil has demonstrated a track record of engagement with and responsiveness to shareholders, established strong Board and governance
practices, and continues to maintain long-term industry-leading returns for our shareholders. Our current governance practices provide strong Board accountability and important shareholder rights. We believe that instead of strengthening our
existing practices, the proposal could undermine the rigorous and effective processes we have in place.
Through the Companys ongoing engagement with
shareholders this past year, the Board has heard a broad range of views regarding this proposal. The Board appreciates all shareholder views on the matter, and while it continues to consider the merits of the proposal in light of the Companys
ongoing engagement, it believes, for the reasons discussed above, that the proposal is not in the best interests of the Company at this time.
ITEM 8 REPORT ON COMPENSATION FOR WOMEN
This proposal was submitted by Eve S. Sprunt, PhD, 3753 Oakhurst Way, Dublin, CA 94568, the beneficial
owner of at least $2,000 in market value of the Companys stock.
RESOLVED, that to improve transparency regarding compensation earned by female employees
relative to their male peers, ExxonMobil will annually report to shareholders the percentage of female employees in each of ten
61
equally-sized fractions of its workforce by total compensation, namely, the lowest 10% by total compensation and so on, continuing with each increasingly compensated group, up through the tenth
and final group that includes the 10% of employees who receive the highest total compensation.
STATEMENT OF SUPPORT
Women on average in the United States still earn less than 79% of what men earn and often face more barriers to advancement than their male counterparts. Greater
transparency concerning compensation is essential to identifying and eliminating remaining obstacles that impede progress towards gender pay equity.
Publicly held
companies are required to report sensitive financial information so that stockholders are appropriately informed. Since employees play a critical role in a companys success and women are a large percentage of the workforce, it is important for
stockholders and potential employees to have access to financial information that documents how well women are succeeding relative to their male counterparts.
ExxonMobil should be proud to release the information on womens compensation relative to mens. Annual reports would show how women rank, and over time would
reveal the effectiveness of ExxonMobils programs in providing equal opportunities for women. If the requested data reveal that ExxonMobil ranks among the best employers for women, this would improve the corporations competitive position
by enhancing attraction and retention of top female talent.
The Board recommends you vote AGAINST this proposal for the following reasons:
ExxonMobil values diversity, including gender, and has well-established processes that have allowed us to successfully advance women on a global basis.
Within ExxonMobil, compensation, development and advancement are highly integrated. As an individual advances through various career stages, pay grade and total
compensation will advance accordingly. The program compensates each individual at a level commensurate with individual performance, experience, and pay grade, independent of gender. This ensures alignment of compensation among employees with similar
performance who are in jobs of similar scope and complexity.
Within this context, metrics that measure the progress in development and advancement of women are more
meaningful.
ExxonMobil develops future leaders from within the Company worldwide, drawing upon our diverse employee population. We promote leadership opportunities
for women and work to improve the gender balance within the Company through all aspects of the employment relationship, including recruitment, training, advancement and salary administration.
At multiple times during the year, management discusses efforts in the area of diversity talent development, which includes both stewardship of metrics and a review of
specific development plans. These reviews take place at multiple levels within the organization and include representatives of senior management.
Robust development
processes and rigorous management reviews, scheduled throughout the year, allow us to advance our goal of drawing from the most diverse and most qualified pool of candidates for each position at each level within the organization.
The
Corporate Citizenship Report (CCR)
, published by the Company on an annual basis, includes detailed information on our workforce demographics and provides
additional information on our comprehensive diversity and inclusion efforts.
Key headlines from the 2015
CCR
:
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28 percent of our worldwide workforce are women.
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Over the last 10 years, 40 percent of management and professional new hires were women.
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Within the executive employee population, which represents the top 2.4 percent of our worldwide workforce, 17 percent are women. This represents an increase of 50 percent over the past decade.
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This increase is a result of continued focus on early identification and focused development of high-performing female employees. Notably, 29 percent of our early career stage executive employees worldwide are women.
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Our commitment extends to our support of organizations that aim to expand womens economic opportunities as well as bolster women in science and engineering.
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We believe that a focus on all aspects of the development path supported by a consistently applied compensation program will continue to result in a strong and diverse
pool of highly qualified talent. We view the metrics that are disclosed in our
Corporate Citizenship Report
to be more meaningful to shareholders as they better represent our development model.
ITEM 9 REPORT ON LOBBYING
This
proposal was submitted by United Steelworkers, Five Gateway Center, Pittsburgh, PA 15222, the beneficial owner of 116 shares and lead proponent of a filing group.
Whereas
, we believe in full disclosure of our companys direct and indirect lobbying activities and expenditures to assess whether our companys
lobbying is consistent with ExxonMobils expressed goals and in the best interest of shareholders.
Resolved
, the shareholders of ExxonMobil request the
preparation of a report, updated annually, disclosing:
1.
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Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
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2.
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Payments by ExxonMobil used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
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3.
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ExxonMobils membership in and payments to any tax-exempt organization that writes and endorses model legislation.
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4.
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Description of managements and the Boards decision making process and oversight for making payments described in sections 2 and 3 above.
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For purposes of this proposal, a grassroots lobbying communication is a communication directed to the general public that (a) refers to specific
legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. Indirect lobbying is
lobbying engaged in by a trade association or other organization of which ExxonMobil is a member.
Both direct and indirect lobbying and grassroots
lobbying communications include efforts at the local, state and federal levels.
The report shall be presented to the Audit Committee or other relevant
oversight committees and posted on ExxonMobils website.
Supporting Statement
As shareholders, we encourage transparency and accountability in ExxonMobils use of corporate funds to influence legislation and regulation. ExxonMobil spent
$26.07 million in 2013 and 2014 on federal lobbying (opensecrets.org). These figures do not include lobbying expenditures to influence legislation in states, where ExxonMobil also lobbies but disclosure is uneven or absent. For example, ExxonMobil
spent $699,362 on lobbying in California for 2014 (
http://cal-access.ss.ca.gov/
). ExxonMobils lobbying on climate change has attracted media attention (Exxon Knew about Climate Change Decades Ago, Spent $30M to Discredit
It,
Christian Science Monit
or, Sep. 17, 2015).
ExxonMobil is a member of the American Petroleum Institute, Business Roundtable and National Association
of Manufacturers, which together spent over $65 million on lobbying for 2013 and 2014. ExxonMobil is also a member of the Western States Petroleum Association, which spent $13,553,942 on lobbying in California for 2013 and 2014. ExxonMobil does not
disclose its memberships in, or payments to, trade associations, or the
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portions of such amounts used for lobbying. Transparent reporting would reveal whether company assets are being used for objectives contrary to ExxonMobils long-term interests.
And ExxonMobil does not disclose membership in or contributions to tax-exempt organizations that write and endorse model legislation, such as being a member of the
American Legislative Exchange Council (ALEC). ExxonMobils ALEC membership has drawn press scrutiny (ExxonMobil Gave Millions to Climate-Denying Lawmakers despite Pledge,
The Guardian
, Jul. 15, 2015). More than 100 companies
have publicly left ALEC, including BP, ConocoPhillips, Occidental Petroleum and Shell.
The Board recommends you vote AGAINST this proposal for the
following reasons:
ExxonMobil, like many U.S. companies, labor unions, and other entities, engages in lobbying in the United States at both the federal and
state levels to explain or advocate the Corporations position when necessary. ExxonMobil complies fully with all state and federal requirements concerning lobbying activity and related disclosures. Pursuant to the federal Lobby Disclosure Act,
ExxonMobil publicly reports on a quarterly basis to Congress its lobbying expenses and the specific issues lobbied. The reports are accessible to the general public on the U.S. Senates website at
senate.gov
. Lobby reports are also
filed with state and local jurisdictions as required by law.
ExxonMobil also provides support to a variety of think tanks, trade associations, and coalitions in
order to promote informed dialogue and sound public policy on matters pertinent to the Corporations interests. Some of the support provided to these organizations may be used by the firms for lobbying. The total figure reported in
ExxonMobils public Lobby Disclosure Act filings includes expenses associated with the costs of employee federal lobbying, as well as those portions of payments to trade associations, coalitions and think tanks that are spent on federal
lobbying.
The Corporation believes the rigor of these requirements provides sufficient transparency and accountability of our public advocacy activities to the
general public, including shareholders. The Congress and Executive Branch are the appropriate recipients of the proponents specific positions on our nations policy disclosure laws, and any reforms they seek.
The Corporation has an established practice to determine which public policy issues are important to ExxonMobil, which includes gaining input from affected business
lines and functional departments such as Law and Public and Government Affairs. Key issues are reviewed by the Management Committee and Board of Directors of the Corporation. ExxonMobils position on key policy issues are posted in the Current
Issues section at
exxonmobil.com
, and our lobbying activities are aligned with those positions. In addition, our policy and procedures governing lobbying, including oversight, can be found in the Accountability section of the same website. We
believe detailed disclosures concerning internal deliberations on public policy issues could be competitively harmful, and would be of questionable utility to shareholders.
ExxonMobil promotes discussion on issues of direct relevance to the Company. We contribute to a wide range of academic and policy organizations that research and promote
dialogue on significant domestic and foreign policy issues. Our contributions do not constitute an endorsement of every policy position or point of view expressed by a recipient organization. As is true of all non-profits we support, we conduct an
annual evaluation of the merits of each organization and reserve the right to initiate, sustain, or withdraw support at any time.
ExxonMobil believes that the risks
of climate change are serious and warrant thoughtful action. Managing these risks requires innovation and collaboration. We are dedicated to working to reduce the risks of climate change in the most efficient way for society, while recognizing the
importance of reliable and affordable energy in supporting economic growth. We actively engage in constructive dialogue on climate change policy with a wide variety of stakeholders, including governments, non-governmental organizations, academia and
the public.
Policymakers around the world currently are considering a variety of legislative proposals and regulatory options related to climate policies.
ExxonMobil advocates an approach that ensures a uniform and predictable cost of carbon; allows market prices to drive solutions; maximizes transparency to stakeholders; reduces administrative complexity; promotes global participation; and is easily
adjusted to future developments in climate science and policy impacts. We continue to believe a revenue-neutral carbon tax is better able to accommodate these key criteria.
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ExxonMobil updates shareholders annually on our views on climate change and how the Company plans capital
expenditures, assesses and plans for policies limiting greenhouse gas emissions, and works to reduce emissions as part of the
Corporate Citizenship Report
. The Company also periodically responds to specific shareholder requests. Currently
available reports and responses are viewable on
exxonmobil.com
.
A robust civil society requires the airing of different voices and perspectives as part of
the nations ongoing public policy debate. In light of the importance and implications of sound public policies, ExxonMobil will continue to engage actively with stakeholders who have an interest in key issues that affect the Company and
industry.
ITEM 10 INCREASE CAPITAL DISTRIBUTIONS
This proposal was submitted by Eric McCallum, a client of Arjuna Capital/Baldwin Brothers Inc., 204 Spring Street, Marion, MA 02738, the beneficial owner of 200 shares.
Capital Distributions
WHEREAS
:
In the face of global climate change, we believe investor capital is at risk from investments in projects that may prove economically stranded and unburnable if fossil
fuel demand is reduced through public policy carbon restrictions, pricing and competition from renewables.
Global governments have agreed the increase in
global temperature should be below 2 degrees Celsius. The International Energy Agency states, No more than one-third of proven reserves of fossil fuels can be consumed prior to 2050 if the world is to achieve the 2º C goal.
In 2015 Citigroup estimated the value of unburnable fossil fuel reserves could amount to over 100 trillion dollars out to 2050:
Lessons learned from the stranding of assets via the recent fall in the oil price gives food for thought about what the impact of the introduction
of carbon pricing (or similar measures from Paris COP21) on higher-cost fossil fuel reserves might be.
The industry cancelled approximately 200 billion
dollars of capex in 2015 (Wood Mackenzie). The Carbon Tracker Initiative (CTI) estimates 2 trillion dollars of industry capex and 72.9 percent of ExxonMobils capex is unneeded if we are to achieve a 2 degree pathway.
Massive production cost inflation over the past decade has made the industry vulnerable to a downturn in demand and oil prices.
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A decade of cost escalation and the recent decline in oil prices has eroded the sectors returns on equity to a record 29 year low (Citigroup).
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Major new project costs have recently averaged between 70 and 100 dollars per barrel, raising the risk of stranded, unprofitable assets (Goldman Sachs).
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A capex crisis has increased upstream oil investment 100 percent (2005 to 2013), while crude oil supply has increased only 3 percent (Kepler Cheuvreux).
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Analysts indicate companies may not be adequately accounting for or disclosing downside risks from lower than expected demand and prices.
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The equity valuation of oil producers could drop 40 to 60 percent under a low carbon scenario (HSBC).
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Approximately 40 percent of current oil investments are stranded at prices below 75 dollars per barrel in the current price environment (Citigroup).
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Approximately 44 percent percent of Exxons potential future product portfolio (2014 to 2050) requires an oil price of 75 dollars per barrel to be economical (CTI).
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Investors are concerned ExxonMobil risks eroding shareholder value through investments in what may prove stranded, uneconomical assets in a low carbon demand scenario.
Exxons capital expenditures grew at a
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compound annual growth rate of 9 percent from 2005 to 2014, coinciding with a 1 percent net income decline. Exxon cut total capital distributions (summing dividends and share buybacks) to
shareholders approximately 25 percent over the last twelve months.
RESOLVED:
Shareholders hereby approve, on an advisory basis, a proposal that
ExxonMobil commit to increasing the total amount authorized for capital distributions (summing dividends and share buybacks) to shareholders as a prudent use of investor capital in light of the climate change related risks of stranded carbon
assets.
The Board recommends you vote AGAINST this proposal for the following reasons:
ExxonMobil published the report,
Energy and Carbon Managing the Risks
, to address questions raised on the topic of global energy demand and supply, climate
change policy and carbon asset risks. This report further described how the Company integrates consideration of climate change risks into planning processes and investment evaluation. The Board is confident that the Companys robust planning
and investment processes adequately contemplate and address climate change related risks.
Each year, we update our long-term energy demand projection in our
Outlook for Energy
taking into account the most up-to-date demographic, economic, technological, and climate policy information available. This analysis serves as a foundation for our long-term business strategies and investments, and
is generally consistent with other forecasting organizations such as the International Energy Agency. Our
Outlook
by no means represents a business as usual case and it includes a significant reduction in projected energy use and
greenhouse gas (GHG) emissions due to energy efficiency initiatives. Because we assume policy action will become increasingly more stringent over time, our
Outlook
projects lower future energy-related CO
2
emissions through 2040 than would be implied by a no policy scenario where limited GHG reduction policies and regulations are implemented.
ExxonMobil maintains a disciplined capital allocation approach with a long-term horizon. Our commitment to shareholders is to invest in attractive business opportunities
and pay a reliable and growing dividend. Across the business cycle, we manage cash by returning excess to shareholders through share repurchases or borrowing to fund our investments.
From 2000 through 2015, the Company returned $357 billion of value to shareholders through dividend payments and share purchases, which reduced outstanding shares by 40
percent. ExxonMobil remains committed to a reliable and growing dividend, which has been increased 33 consecutive years. Despite a nearly 40 percent drop in crude prices in 2015, the dividend was increased by 5.8 percent and $3 billion of stock was
repurchased, further enhancing the underlying value of all remaining shares and demonstrating the resiliency of our integrated business model. This value was delivered to shareholders while maintaining a robust capital investment program.
ExxonMobil is committed to disciplined investing in attractive opportunities across normal fluctuations in business cycles. Projects are evaluated under a wide range of
possible economic conditions and commodity prices that are reasonably likely to occur. The Company does not publish the economic bases upon which we evaluate investments due to competitive considerations; however, it applies prudent and substantial
safety margins in our planning assumptions to help ensure robust returns.
The Company also stress tests its oil and natural gas capital investment opportunities,
which provides an added margin of safety against uncertainties, such as those related to technology, regulation/legislation, costs, geopolitics, availability of required materials, services, and labor. Such stress testing differs from
alternative scenario planning, which we do not develop, but stress tests provide us an opportunity to fully consider a wide range of market conditions in the planning and investment process.
The Company addresses the potential for future climate-related policy, including the potential for restriction on emissions, through the use of a proxy cost of carbon.
The proxy cost seeks to reasonably reflect the types of actions and policies that governments may take over the outlook period relating to the exploration, development, production, transportation or use of carbon-based fuels. This proxy cost of
carbon is embedded in our
Outlook for Energy
, and has been a feature of the report since 2007. All business segments are required to include, where appropriate, an estimate of the costs associated with greenhouse gas emissions in their
economics when seeking funding for capital investments.
The scale and integrated nature of our operating cash flows along with prudent cash management provide
unmatched financial strength, enabling the Company to invest in attractive projects throughout the business cycle.
66
A key strategy to ensure investment selectivity under a wide range of economic assumptions is to maintain a diverse
portfolio of oil, gas, and petrochemical investment opportunities. This diversity, in terms of resource type and corresponding development options (oil, gas, natural gas liquids, onshore, offshore, deepwater, conventional, unconventional, liquefied
natural gas) and geographic dispersion, is unparalleled in the industry.
These factors have positioned ExxonMobil consistently as an industry leader in return on
capital employed and underpin our ability to continue leading shareholder distributions and maintain a long-term investment program that creates significant shareholder value.
ITEM 11
|
POLICY TO LIMIT GLOBAL WARMING TO 2°C
|
This proposal was submitted by the Sisters of St. Dominic of
Caldwell New Jersey, 40 South Fullerton Avenue, Montclair, NJ 07042, the beneficial owner of 200 shares and lead proponent of a filing group.
Whereas:
Pope Francis, in his encyclical letter Laudato Si, states that the climate is a common good, belonging to all and meant for all.
1
Numerous faith traditions have issued statements highlighting the moral responsibility to address climate change and care for creation and calling for urgent action.
2
They join experts in science, business, and politics who have stated that global warming is unequivocal, that climate change is human-induced, and that its decisive mitigation is a moral imperative
for humanity.
3
The poor and most vulnerable are the first to suffer, while future generations, holding no
responsibility, will live with greater impacts of global warming.
World leaders in the 2010 Cancun Agreement agreed to limit warming of the average global
atmospheric temperature to less than 2 degrees Centigrade (2°C) above pre-industrial levels in order to prevent the worst impacts of climate change, including extreme weather, drought, rising sea levels, crop failure, and accelerated
species loss. These impacts will likely have societal consequences including migration, food insecurity, and conflict. The World Bank and the Intergovernmental Panel on Climate Change warn that if warming exceeds 2°C, there are risks of
triggering nonlinear tipping elements thus producing irreversible impacts.
The emissions profile of ExxonMobils 2015
Outlook
for Energy
report approximates scenarios that would entail warming in excess of 2°C.
4
ExxonMobil claims
that its energy production responds to a moral imperative
5
to meet growing energy demand and eradicate poverty, but this does not offset the necessity to mitigate climate change or the
moral imperative to limit warming to 2°C. Further, World Bank and energy analyst reports conclude that renewable energy provides a better pathway to energy access.
6
Billions of people living
in energy poverty are not only the least responsible for greenhouse gas (GHG) emissions, but also likely to be most adversely impacted by climate change.
7
As a large GHG emitter with carbon intensive products, ExxonMobil should robustly support the global framework to address climate change resulting from the 21
st
Conference of Parties of the United Nations Framework Convention on Climate Change in December 2015. Constructive engagement on climate policy is especially important given Exxons historical
role in financing climate denial and misinformation campaigns on climate change.
8
Failing to address this could present reputational risk for ExxonMobil. In contrast to ExxonMobil, ten oil
industry peers including Total, Shell, BP, and Saudi Aramco, and business leaders in other industries, support an international agreement to limit warming to 2°C.
9
Resolved
: Shareholders request that the Board of Directors adopt a policy acknowledging the imperative to limit global average temperature increases to 2°C
above pre-industrial levels, which includes committing the Company to support the goal of limiting warming to less than 2°C.
67
SUPPORTING STATEMENT
We believe that ExxonMobil should assert moral leadership with respect to climate change. This policy would supplement ExxonMobils existing positions on climate
policy.
1.
|
http://w2.vatican.va/content/francesco/en/encyclicals/documents/papa-francesco_20150524_enciclica-laudato-si.html
|
2.
|
http://www.umc.org/what-we-believe/resolution-on-global-warming; http://www.pcusa.org/media/uploads/acswp/pdf/energyreport.pdf; http://www.abc-usa.org/wp-content/uploads/2012/06/globwarm.pdf;
http://www.ucc.org/environmental-ministries_synod-resolutions_a-resolution-on-climate; http://www.uua.org/statements/threat-global-warmingclimate-change; http://islamicclimatedeclaration.org/islamic-declaration-on-global-climate-change/;
https://theshalomcenter.org/torah-pope-crisis-inspire-400-rabbis-call-vigorous-climate-action; http://www.quakerearthcare.org/article/shared-quaker-statement-facing-challenge-climate-change
|
3.
|
http://www.casinapioiv.va/content/dam/accademia/pdf/declaration%20(final).pdf
|
4.
|
http://cdn.exxonmobil.com/~/media/global/files/energy-and-environment/report---energy-and-climate.pdf
|
5.
|
http://corporate.exxonmobil.com/en/company/news-and-updates/speeches/unleashing-innovation-to-meet-our-energy-and-environmental-needs
|
6.
|
http://www.carbontracker.org/report/energyaccess/; http://www.theguardian.com/sustainable-business/2015/aug/07/world-bank-clean-energy-is-the-solution-to-poverty-not-coal
|
7.
|
http://www.se4all.org/tracking-progress/
|
8.
|
http://www.ucsusa.org/global-warming/fight-misinformation/climate-deception-dossiers-fossil-fuel-industry-memos#.Vfrd3RFViko
|
9.
|
http://www.oilandgasclimateinitiative.com/wp-content/uploads/2015/10/OGCI-Report-2015.pdf; https://www.whitehouse.gov/the-press-office/2015/10/19/fact-sheet-white-house-announces-commitments-american-business-act
|
The Board recommends you vote AGAINST this proposal for the following reasons:
ExxonMobil takes the risks of global climate change seriously and believes these risks warrant thoughtful action. The long-term objective of climate change policy should
be to reduce the risks of serious harm to humanity and ecosystems at minimum societal cost, while recognizing additional shared humanitarian necessities, including providing reliable and affordable energy to improve global living standards.
The Board believes the Company has an obligation to shareholders to continue to invest in economically attractive energy sources in an environmentally responsible
manner. The Board further believes the Companys capabilities are best utilized finding practical, achievable solutions to address climate change risks consistent with the Companys mandate, rather than focusing on a future global
temperature stabilization outcome that ultimately will be dictated by many variables beyond the Companys control.
Recognizing that reducing greenhouse gas
emissions across the global economy is a shared objective, the Company remains focused on finding practical, prudent, and affordable solutions to address the dual challenge of expanding energy supplies to support economic growth, improve living
standards, alleviate poverty, and improve resilience while simultaneously addressing the societal and environmental risks posed by rising greenhouse gas emissions and climate change.
Through effective solutions, progress can and has been made. For example, according to the U.S. Energy Information Agency, CO
2
emissions in the U.S. power sector are down 15 percent since 2005, with 60 percent of this reduction reflecting the benefit of shifting from coal to natural gas. Also, per the U.S. Environmental
Protection Agency, net methane emissions from natural gas have fallen 38 percent since 2005, during which time U.S. natural gas production has increased by 26 percent. Looking forward, we believe more progress will be made in the development of
low greenhouse gas emissions technology, such as advanced carbon capture and sequestration (CCS).
As the policy and regulatory landscape has continued to develop,
we have proactively addressed this global challenge. We have long taken action by increasing energy efficiency and reducing greenhouse gas emissions in our operations, providing products that help consumers reduce their emissions, supporting
research into technology breakthroughs, and participating in constructive dialogue on policy options with non-governmental organizations, industry, and policy makers.
Each year, we update our long-term energy demand projection in our
Outlook for Energy
taking into account the most up-to-date demographic, economic,
technological, and climate policy information available. This analysis serves as a foundation for our long-term business strategies and investments, and is generally consistent with other forecasting organizations such as the International Energy
Agency. Our
Outlook
by no means represents a business as usual case and it includes a significant reduction in projected energy use and GHG emissions due to energy efficiency initiatives. Because we assume policy action will
become increasingly more stringent over time,
68
our
Outlook
projects lower future energy-related CO
2
emissions through 2040 than would be implied by a no policy
scenario where limited GHG reduction policies and regulations are implemented.
ExxonMobil believes that effective policies to address climate change should
put a price on greenhouse gas emissions that will:
|
|
Promote global participation;
|
|
|
Ensure a uniform and predictable cost of greenhouse gas emissions across the economy;
|
|
|
Let market prices drive the selection of solutions;
|
|
|
Minimize regulatory complexity and administrative costs;
|
|
|
Maximize transparency; and
|
|
|
Provide flexibility for future adjustments in response to scientific developments and the economic consequences of climate policies.
|
ExxonMobil has for many years held the view that a revenue-neutral carbon tax is the best option to fulfill these key principles. Instead of subsidies and mandates that
distort markets, stifle innovation, and needlessly raise energy costs, a carbon tax could help create the conditions to reduce greenhouse gas emissions in a way that spurs new efficiency and technology solutions at the lowest cost to society and
consumers.
ITEM 12
|
REPORT ON IMPACTS OF CLIMATE CHANGE POLICIES
|
This proposal was submitted by the New York State Common
Retirement Fund, 59 Maiden Lane 30
th
Floor, New York, NY 10038, the beneficial owner of 10,926,248 shares and lead proponent of a filing group.
RESOLVED: Shareholders request that by 2017 ExxonMobil publish an annual assessment of long term portfolio impacts of public climate change policies, at
reasonable cost and omitting proprietary information. The assessment can be incorporated into existing reporting and should analyze the impacts on ExxonMobils oil and gas reserves and resources under a scenario in which reduction in
demand results from carbon restrictions and related rules or commitments adopted by governments consistent with the globally agreed upon 2 degree target. The reporting should assess the resilience of the companys full portfolio of reserves and
resources through 2040 and beyond and address the financial risks associated with such a scenario.
Supporting Statement:
It is our intention that this be a supportive but stretching resolution that ensures the long-term success of the company.
Recognizing the severe and pervasive economic and societal risks associated with a warming climate, global governments have agreed that increases in global temperature
should be held below 2 degrees Celsius from pre-industrial levels (Cancun Agreement). Pursuant to the Durban Platform, 184 parties submitted plans to reduce greenhouse gas emissions in advance of the
21
st
Conference of the Parties. In November 2014 the United States and China agreed to policy and regulatory actions to reduce greenhouse gas emissions and re-affirmed and expanded those actions
in September 2015.
ExxonMobil recognized in its 2014 10-K that a number of countries have adopted, or are considering adoption of, regulatory frameworks to
reduce greenhouse gas emissions, and that such policies, regulations, and actions could make its products more expensive, lengthen project implementation timelines and reduce demand for hydrocarbons, but ExxonMobil has not
presented any analysis of how its portfolio performs under a 2 degree scenario.
In response to a previous shareholder resolution regarding Carbon Asset Risk,
ExxonMobil asserted that an artificial capping of carbon-based fuels to levels in the low carbon scenario [such as IEA 450ppm] is highly unlikely and did not test its portfolio against a 2 degree scenario.
However, ExxonMobils peers, Shell, BP, and Statoil have recognized the importance of assessing the impacts of these scenarios by endorsing the Strategic
Resilience for 2035 and beyond resolutions that received almost
69
unanimous investor support in 2015. BHP Billiton now publishes a Climate Change: Portfolio Analysis evaluating its assets against 2 degree scenarios, and ConocoPhillips states that it
stress tests its portfolio against 2 degree scenarios. More recently, ten major oil and gas companies have announced that they will support the implementation of clear stable policy frameworks consistent with a 2 degree future.
This resolution aims to ensure that ExxonMobil fully evaluates and mitigates risks to the viability of its assets as a result of public climate change policies,
including in a 2 degrees scenario.
The Board recommends you vote AGAINST this proposal for the following reasons:
In 2014, ExxonMobil published the report
, Energy and Carbon Managing the Risks
, to provide shareholders an enhanced description of global energy demand and
supply, climate change policy and carbon asset risks. This report further described how the Company integrates consideration of climate change risks into planning processes and investment evaluation. The Board is confident that the Companys
robust planning and investment processes adequately contemplate and address climate change related risks, ensuring the viability of its assets as detailed in the above report. This report is found at
exxonmobil.com
in the
Climate
section.
ExxonMobil believes that producing our existing hydrocarbon resources is essential to meeting growing global energy demand. We enable
consumers especially those in the least-developed and most-vulnerable economies to pursue higher living standards and greater economic opportunity. We believe all economic energy sources will be necessary to meet
growing demand, and the transition of the energy system to lower carbon sources will take many decades due to its enormous scale, capital intensity and complexity. As such, we believe that none of our proven hydrocarbon reserves are, or will become,
stranded. This is further detailed in the aforementioned report.
Each year, we update our long-term energy demand projection in our
Outlook for Energ
y
taking into account the most up-to-date demographic, economic, technological, and climate policy information available. This analysis serves as a foundation for our long-term business strategies and investments, and is generally consistent with
other forecasting organizations such as the International Energy Agency. Our
Outlook
, which can be found
at exxonmobil.com/energyoutlook
, by no means represents a business as usual case and it includes a significant
reduction in projected energy use and GHG emissions due to energy efficiency initiatives. The
Outlook
projects lower future energy-related CO
2
emissions through 2040 than would be
implied by a no policy scenario where limited GHG reduction policies and regulations are implemented.
In December 2015, parties to the United
Nations Framework Convention on Climate Change (UNFCCC) convened in Paris for the 21st Conference of the Parties (COP 21). COP 21 resulted in a global compact, which for the first time, directs all parties to undertake action on climate change and
report on related progress. For many years, our
Outlook
has taken into account the potential for climate polices to become increasingly stringent over time by imposing higher costs on energy-related carbon dioxide emissions. Preliminary
analysis of the aggregation of intended nationally determined contributions, which were submitted by governments as part of the COP 21 process, indicates a greenhouse gas emissions trajectory similar to that anticipated in our
Outlook
.
We address the potential for future climate change policy, including the potential for restrictions on emissions, by estimating a proxy cost of carbon. This cost, which
in some geographies may approach $80 per ton by 2040, has been included in our
Outlook
since 2007. This approach seeks to reflect potential policies governments may employ related to the exploration, development, production, transportation or
use of carbon-based fuels. We believe our view on the potential for future policy action is realistic and we require all of our business lines to include, where appropriate, an estimate of GHG-related emissions costs in their economics when seeking
funding for capital investments.
We evaluate potential investments and projects using a wide range of economic conditions and commodity prices. We apply prudent and
substantial margins in our planning assumptions to help ensure competitive returns over a wide range of market conditions. We also financially stress test our investment opportunities, which provides an added margin against
uncertainties, such as those related to technology development, costs, regulation/legislation, geopolitics, availability of required materials, services, and labor. Stress testing, which differs from alternative scenario planning, further enables us
to consider a wide range of market environments in our planning and investment process.
70
We maintain our long-standing commitment to energy efficiency, progressing the benefits of natural gas, research and
development in alternative energies, providing access to energy, and constructive engagement with industry, governments, academic institutions, trade associations, and known external experts. We are an active participant in the International
Petroleum Industry Environmental Conservation Association (IPIECA), an association that advances ideas and potential solutions for the industry concerning the risk of climate change.
In summary, while the Board agrees with the importance of assessing the resiliency of the Companys resource portfolio, it believes the current processes as
described above sufficiently test the portfolio to ensure long-term shareholder value. Framed by the 2014 report and assessed annually through stress testing in our
Outlook
and in investment planning, we remain confident in the commercial
viability of our portfolio. Furthermore, all proved reserves fully comply with SEC definitions and requirements as detailed in our annual 10-K.
ITEM 13
|
REPORT RESERVE REPLACEMENTS IN BTUs
|
This proposal was submitted by Adelaide Gomer, c/o As You Sow, 1611
Telegraph Ave., Suite 1450, Oakland, CA 94612, the beneficial owner of 150 shares and lead proponent of a filing group.
Whereas:
The current accounting
system for oil and gas reserve replacement has inherent limitations that impede ExxonMobils ability to adapt to a climate constrained global energy market.
A
primary metric the market uses to assess the value of an oil and gas company is its reserve replacement ratio. (Cambridge Energy Policy Forum, March 2015). Reserve replacement is currently denominated in oil and gas units, incentivizing the
production and development of new oil and gas reserves. Where annual oil and gas reserve replacement is not fully achieved, a companys stock market value is likely to be impaired and top company executives may not receive full incentive
packages. This fuel specific reporting metric does not allow management the latitude needed to optimize enterprise goals in a carbon constrained environment.
Global
governments recognize severe risks associated with a warming climate and the need to limit warming to 2 degrees Celsius or less. At the Conference of the Parties in Paris, world leaders made significant commitments to reduce greenhouse
emissions and initiated discussions to implement carbon pricing policies. As worldwide energy needs grow, it is becoming increasingly likely that such demand will be met with a much greater amount of renewable energy. Climate change induced
transitions are already occurring in energy markets in the form of rapid energy efficiency increases, decreasing costs of renewables, and disruptive technology development such as electric vehicles.
The need for Exxon to develop new pathways in response to these transitions is highlighted by Citi, Statoil, and other analysts, which predict that global oil demand
could peak in the next 10 to 15 years. As the 2015 oil market decline demonstrates, even a relatively small global oversupply of oil can substantially decrease the value of oil companies.
Company management must have maximum flexibility to optimize production and development of energy reserves in line with these changing market conditions and
opportunities. Further, management should be incentivized to adopt a stable, long-term revenue path that includes replacing carbon holdings with renewable energy. The current system of oil and gas reserve replacement accounting hampers such
flexibility and creates inappropriate incentives. Moving to a system that accounts for resources in energy units, such as the internationally accepted standard British Thermal Units, instead of oil and gas, will create a new measure of successful
operation and incentivize a stable transition to a climate appropriate resource mix. It will also help foster better company valuations by investors, creditors, and analysts, thus improving capital allocation and reducing investment risk.
Resolved:
Proponents request that, by February 2017 and annually thereafter in a publication such as its annual or Corporate Social Responsibility report, Exxon
quantify and report to shareholders its reserve replacements in British Thermal Units, by resource category, to assist the Company in responding appropriately to climate change induced market changes. Such reporting shall be in addition to reserve
reporting required by the Securities and Exchange Commission, and should encompass all energy resources produced by the company.
71
The Board recommends you vote AGAINST this proposal for the following reasons:
The current practice of reporting annual reserves replacement on an Oil-Equivalent Basis is the industry standard and compliant with the requirements of the Securities
and Exchange Commission. Supplementing that statutory reporting with a BTU-based equivalent would not fundamentally provide the investment community with additional information nor influence investment choices. Importantly, the Companys
success as measured by the stock market is not, as the proposal suggests, driven by reserve replacement, but primarily by financial performance over a period consistent with investment horizons.
ExxonMobil executives are not compensated on the basis of a reserves replacement ratio. As detailed in our
Executive Compensation Overview (ECO)
and our Proxy
Statement, the Compensation Committee assesses ExxonMobils leadership position in seven key areas in determining the appropriateness of total compensation. These seven metrics include Safety and Operations Integrity, Return on Average Capital
Employed, Strategic Initiatives, Free Cash Flow, Shareholder Distributions, Total Shareholder Return and Project Execution. The
ECO
demonstrates how outstanding performance is required in all seven of these areas to result in a top award.
ExxonMobils long-term
Outlook for Energy
(
exxonmobil.com/energyoutlook
) is updated annually to reflect global economic and demographic trends as
well as emerging technologies and policies that will impact energy supply and demand. As in past years, the
Outlook
continues to assume governments will place significant costs on greenhouse gas (GHG) emissions. The
Outlook
also
anticipates that even with substantial gains in efficiency, and strong growth in nuclear and modern renewable energy supplies, demand for oil will continue to rise through 2040, driven by developing nations. Credible third-party outlooks, including
those developed by the International Energy Agency (IEA) and the U.S. Department of Energy, share this view. Also consistent with the
Outlook
, the IEA sees natural gas growing more than any other energy type through 2040, reflecting its
ability to meet a wide variety of needs and provide one of the most cost-effective ways to reduce GHG emissions. The rising use of natural gas is a key factor in the
Outlooks
view that by 2040 the carbon intensity of the global economy
is likely to fall by half.
We address the potential for future climate change policy, including the potential for restrictions on emissions, by estimating a proxy
cost of carbon. This cost, which in some geographies may approach $80 per ton by 2040, has been included in our
Outlook
since 2007. This approach seeks to reflect potential policies governments may employ related to the exploration,
development, production, transportation or use of carbon-based fuels. We believe our view on the potential for future policy action is realistic and, by no means represents a business as usual case. We require all of our business lines
to include, where appropriate, an estimate of GHG-related emissions costs in their economics when seeking funding for capital investments.
ExxonMobil monitors the
business environment, including long-term supply and demand fundamentals. The Company is structured to capture shareholder value throughout the commodity price cycle and is well positioned for the future. Moving to a system that accounts for
reserves in energy units will not enhance ExxonMobils ability to create shareholder value.
ITEM 14
|
REPORT ON HYDRAULIC FRACTURING
|
This proposal was submitted by the Park Foundation, P.O. Box 550, Ithaca,
NY 14851, the beneficial owner of 117 shares.
WHEREAS:
Extracting
oil and gas from shale formations using hydraulic fracturing and horizontal drilling technology has become a controversial public issue. Leaks, spills, explosions and community impacts have led to bans and moratoria in New York State and elsewhere
in the U.S., putting the industrys social license to operate at risk. Hydraulic fracturing has also become a topic of controversy in many locations across the world, including in Germany which has impacted ExxonMobils unconventional oil
and gas development in the region.
Disclosure of management practices and their impacts is the primary means by which investors can assess how companies are
managing the risks of their operations. The Department of Energys Shale Gas Production Subcommittee recommended that companies adopt a more visible commitment to using
quantitative measures
as a means of achieving best practice
and demonstrating to the public that there is continuous improvement in reducing the environmental impact of shale gas production.
72
ExxonMobil has become a laggard in the oil and gas industry in its disclosure practices. In a 2015 report
Disclosing the Facts: Transparency and Risk in Hydraulic Fracturing Operations, which ranked companies on disclosure of quantitative information to investors, Exxon scored only 4 out of 39 points for its disclosure practices. Two thirds
of the companies reviewed earned higher scores for their disclosures.
Exxons subsidiary, XTO Energy, was cited for having 113 hydraulic fracturing
environmental and health violations, from January 2011 to August 2014, in Pennsylvania alone (Environment America, Fracking Failures, 2015). These violations have increased shareholder concern about Exxons practices.
Due to Exxons poor disclosure performance, investors call for the Company to provide detailed, quantitative, comparable data about how it is managing the risks and
reducing the impacts of its hydraulic fracturing extraction operations. Its
Operations Integrity Management System
fails to provide such reporting to investors; as a generalized framework for companywide operations, it provides no specific
information on the companys shale energy operations.
THEREFORE BE IT RESOLVED:
Shareholders request the Board of Directors report to shareholders, using quantitative indicators, by December 31, 2016, and annually thereafter, the results of
company policies and practices above and beyond regulatory requirements, to minimize the adverse environmental and community impacts from the companys hydraulic fracturing operations associated with shale formations. Such report should be
prepared at reasonable cost, omitting confidential information.
SUPPORTING STATEMENT:
Proponents suggest the report provide quantitative information for each play in which the company has substantial extraction operations, on issues including, at a
minimum:
|
|
Goals and quantitative reporting on progress to reduce toxicity of drilling fluids;
|
|
|
Quantitative reporting on methane leakage as a percentage of total production;
|
|
|
Percentage of drilling residuals managed in closed loop systems;
|
|
|
Numbers and categories of community complaints of alleged impacts, and their resolution;
|
|
|
Systematic post-drilling ground water assessment; and
|
|
|
Practices for identifying and managing the hazards from naturally occurring radioactive materials.
|
The Board
recommends you vote AGAINST this proposal for the following reasons
:
The Board believes the Company has provided a comprehensive and sufficient discussion of
its policies and practices on risk management of unconventional resource development, including hydraulic fracturing. Additional quantitative reporting at the play level will not improve our risk management or community engagement
efforts.
The Company details its risk management practices in several public documents in order to inform key stakeholders. In September 2014, ExxonMobil prepared
the report,
Unconventional Resources Development Managing the
Risks
, which describes in detail how the Company assesses and manages risks associated with developing unconventional resources. This report is available at
exxonmobil.com/hfreport
. Further, the Companys annual
Corporate Citizenship Report
also discusses risk management issues associated with unconventional resource development.
The Company continually engages with communities in which we operate regarding upcoming and ongoing operations. We learn of community concerns directly and address them
in a timely and proactive manner.
Modern drilling technologies and adherence to appropriate safety protocols allow unconventional oil and gas resources to be
developed in a manner that protects human health and the environment, and we are committed to environmentally responsible operations. Our Environment Policy and Operations Integrity Management System commit us to continuous efforts to improve
environmental performance. The reports cited by the proposal including the Proponents report do not credibly represent the Companys performance.
73
This is the seventh year such a proposal has been filed. The proposal fails to recognize the continued operational
enhancements and disclosures made by industry, and the significant expansion of federal and state regulatory requirements that govern industry operations.
A subset
of detailed by play data as suggested by the proposal, all of which are managed by industry best practices and federal and state regulation, will not meaningfully inform the shareholder. Informing shareholders of the risks and how these
risks are effectively managed is important, which we have done through the 2014 report mentioned above and through our annual
Corporate Citizenship Report
.
ADDITIONAL INFORMATION
Other Business
We are not currently aware of any other business to be acted on at the meeting. Under the laws of New Jersey, where ExxonMobil is incorporated, no business other than
procedural matters may be raised at the meeting unless proper notice has been given to the shareholders. If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.
People with Disabilities
We can provide reasonable assistance to help you
participate in the meeting if you tell us about your disability and your plans to attend. Please call or write the Secretary at least two weeks before the meeting at the telephone number, address, or fax number listed under Contact Information on
page 4.
Outstanding Shares
On February 29, 2016, there were
4,150,241,279 shares of common stock outstanding. Each common share has one vote.
How We Solicit Proxies
In addition to this mailing, ExxonMobil officers and employees may solicit proxies personally, electronically, by telephone, or with additional mailings. ExxonMobil pays
the costs of soliciting this proxy. We are paying D.F. King & Co. a fee of $30,000 plus expenses to help with the solicitation. We also reimburse brokers and other nominees for their expenses in sending these materials to you and getting
your voting instructions.
Shareholder Proposals for Next Year
Any
shareholder proposal for the annual meeting in 2017 must be sent to the Secretary at the address or fax number of ExxonMobils principal executive office listed under Contact Information on page 4. The deadline for receipt of a proposal to be
considered for inclusion in the 2017 proxy statement is 5:00 p.m., Central Time, on December 14, 2016. The deadline for notice of a proposal for which a shareholder will conduct his or her own solicitation is February 27, 2017. Upon
request, the Secretary will provide instructions for submitting proposals.
Duplicate Annual Reports
Registered shareholders with multiple accounts may authorize ExxonMobil to discontinue mailing annual reports on an account by calling ExxonMobil Shareholder Services at
the toll-free telephone number listed on page 4 at any time during the year. Beneficial holders should contact their banks, brokers, or other holders of record to discontinue duplicate mailings. At least one account must continue to receive an
annual report. Eliminating these duplicate mailings will not affect receipt of future proxy statements and proxy cards.
Shareholders with the Same Address
If you share an address with one or more ExxonMobil shareholders, you may elect to household your proxy mailing. This means you will receive
only one set of proxy materials at that address unless one or more shareholders at that address specifically elect to receive separate mailings. Shareholders who participate in householding will
74
continue to receive separate proxy cards. Householding will not affect dividend check mailings. We will promptly send separate proxy materials to a shareholder at a shared address on request.
Shareholders with a shared address may also request us to send separate proxy materials in the future, or to send a single copy in the future, if we are currently sending multiple copies to the same address.
Requests related to householding should be made by calling ExxonMobil Shareholder Services at the telephone number listed on page 4. Beneficial shareholders should
request information about householding from their banks, brokers, or other holders of record.
SEC Form 10-K
Shareholders may obtain a copy of the Corporations
Annual Report on Form 10-K
to the Securities and Exchange Commission without charge by writing to
the Secretary at the address listed under Contact Information on page 4, or by visiting ExxonMobils website at
exxonmobil.com/secfilings.
75
DIRECTIONS
ExxonMobil 2016 Annual Meeting
Wednesday,
May 25, 2016
9:30 a.m., Central Time
Morton H. Meyerson Symphony Center
2301
Flora Street
Dallas, Texas 75201
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Free parking is available at the Hall Arts Center Parking Garage. Traffic and construction in the area may cause a delay; please allow extra time for parking.
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From I-45/Hwy. 75
Take I-35E exit (Woodall Rodgers Frwy.) to Pearl Street exit or St. Paul exit (follow frontage road east to Pearl Street); turn south and continue to Ross Avenue; turn left to the Hall
Arts Center Parking Garage.
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From I-35E
Take I-45/Hwy. 75 exit (Woodall Rodgers Frwy.) to Pearl Street exit; continue to Ross Avenue; turn left to the Hall Arts Center Parking Garage.
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From DFW Airport
Take South exit to Hwy. 183 East (merges with I-35E); follow directions from I-35E (above).
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From Love Field
Exit airport on Mockingbird Lane west to I-35E South; follow directions from I-35E (above).
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Printed entirely on recycled paper
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002CSN61B5
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IMPORTANT ANNUAL MEETING INFORMATION
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Electronic Voting Instructions
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You may vote by Internet or telephone 24 hours a day, 7 days a week. Login details are located in the shaded bar below.
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Please vote immediately. Your vote is important.
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Vote by Internet
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Go to
www.investorvote.com/exxonmobil
or scan the QR code with your smartphone
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Follow the steps outlined
on the secure website
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Vote by Telephone
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Call toll free at 1-800-652-VOTE (8683)
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Outside the
U.S., Canada, and Puerto Rico, call 1-781-575-2300 through an operator and we will accept the charge
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Using a
black ink
pen, mark your votes with an
X
as shown in this example. Please do not write outside the designated
areas.
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x
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q
IF VOTING BY MAIL, SIGN THE
REVERSE SIDE, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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A
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VOTING ITEMS The Directors recommend a vote
FOR
items 1 through 3.
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1.
Election of Directors (page 16):
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+
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For
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Withhold
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For
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Withhold
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For
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Withhold
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For
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Against
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Abstain
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01 - M.J. Boskin
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06 - J.S. Fishman
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11 - S.S Reinemund
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2.
Ratification of Independent Auditors (page 24)
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02 - P. Brabeck-Letmathe
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07 - H.H. Fore
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12 - R.W. Tillerson
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03 - A.F. Braly
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08 - K.C. Frazier
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13 - W.C. Weldon
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3.
Advisory
Vote to Approve Executive Compensation (page 26)
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04 - U.M. Burns
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09 - D.R. Oberhelman
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14 - D.W. Woods
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05 - L.R. Faulkner
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10 - S.J. Palmisano
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The Directors recommend a vote
AGAINST
shareholder proposal items 4
through 14.
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For
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Against
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Abstain
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For
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Against
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Abstain
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For
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Against
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Abstain
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4.
Independent Chairman (page 56)
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8.
Report on Compensation for Women (page 61)
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12.
Report on Impacts of Climate Change Policies (page 69)
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5.
Climate
Expert on Board (page 58)
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9.
Report on Lobbying (page 63)
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13.
Report Reserve
Replacements in BTUs (page 71)
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6.
Hire an
Investment Bank (page 59)
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10.
Increase
Capital Distributions (page 65)
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14.
Report on
Hydraulic Fracturing (page 72)
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7.
Proxy
Access Bylaw (page 59)
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11.
Policy to Limit
Global Warming to 2°C (page 67)
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¢
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1 U P X
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+
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002CSP0074
029OVI
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c/o Computershare Investor Services
P.O. Box 43105
Providence, RI 02940-5076
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2016 Annual Meeting of Shareholders Admission Ticket
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TIME
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Wednesday, May 25, 2016
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9:30 a.m., Central Time
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PLACE
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Morton H. Meyerson Symphony Center
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2301 Flora Street
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Dallas, Texas 75201
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AUDIO WEBCAST
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A slide presentation with audio will be available on the Internet at
exxonmobil.com.
Instructions will appear on the website prior to the event.
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ADMISSION
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This ticket will admit shareholder. Ticket for one guest can be
requested at Admissions desk at the annual meeting. Valid admission ticket and government-issued picture identification are required for shareholder and guest. For safety and security reasons, cameras, smartphones, recording equipment, electronic
devices, computers, large bags, briefcases, packages, and firearms or other weapons will not be permitted in the building.
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q
IF VOTING BY MAIL, SIGN BELOW, DETACH
AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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PROXY/VOTING INSTRUCTIONS
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Solicited by the Board of Directors
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The undersigned hereby appoints, and instructs the appropriate account trustee(s), if any, to appoint, M.J. Boskin, L.R. Faulkner, S.J. Palmisano, S.S Reinemund, and R.W. Tillerson, or each or any of them, with power of
substitution, proxies to act and vote shares of common stock of the undersigned at the 2016 annual meeting of shareholders of Exxon Mobil 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, at their discretion, upon any other matters that may properly come before the meeting.
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This proxy covers shares of ExxonMobil common stock registered in the name of the undersigned (whether certificated or book entry) and shares held in the name of the undersigned in the Computershare Investment Plan. This
card also provides voting instructions to the applicable trustees for any shares held in the name of the undersigned in the ExxonMobil Savings Plan and/or a Computershare Investment Plan IRA.
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If no other indication is made on the reverse side of this form, the proxies/trustees shall vote: (a) for the election of the director nominees; and (b) in accordance with the recommendations of the Board of Directors
on the other matters referred to on the reverse side.
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Change of Address
Please print new address below.
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Comments
Please print your comments below.
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C
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AUTHORIZED SIGNATURES This section must be completed for your vote to be counted. Date and sign below.
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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/ /
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¢
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+
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Exxon Mobil (NYSE:XOM)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
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De Sept 2023 à Sept 2024