Additional Proxy Soliciting Materials (definitive) (defa14a)
May 06 2020 - 12:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐ Preliminary Proxy Statement
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Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(e)(2))
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☐ Definitive Proxy Statement
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☒ Definitive Additional Materials
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☐ Soliciting Material Pursuant to §240.14a-12
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EXXON MOBIL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Exxon Mobil Corporation
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Stephen A. Littleton
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5959 Las Colinas Boulevard
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Vice President, Investor Relations
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Irving, TX 75039-2298
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and Secretary
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May 6, 2020
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Re: Supplemental Information Related to Item 3 – Advisory Vote to Approve Executive Compensation
Dear Investor,
In the 2020 filing of Exxon Mobil
Corporation’s proxy, in the Compensation Discussion and Analysis (CD&A), we summarize the key design features of our compensation program and demonstrate a strong linkage between ExxonMobil’s compensation program and business results.
The Combined Realized and Unrealized Pay and Realized Pay charts on page 43 compare the compensation of the ExxonMobil CEO position versus our
compensation benchmark companies over a 10-year period from 2009 to 2018. The 2019 data for our compensation benchmark companies have recently become available as they have filed their 2020 proxies. Therefore, we have updated the charts as shown
below. This also updates all other references to ExxonMobil’s rank percentile in the CD&A.
Realized Pay is compensation actually received by the CEO during the year, excluding any retirement
distributions. Unrealized Pay represents the current value – not the grant date value used for reporting in the Summary Compensation Table – of outstanding unvested cash and stock-based incentive awards as well as the current market value
of unexercised “in the money” stock options granted during the years 2010 through 2019. Award values are based on target levels of formula-based awards and fiscal year-end 2019 stock prices. See page 48 of the CD&A for more detailed
definitions of realized and unrealized pay.
We look forward to discussing this information with our shareholders, including during the webinar on
executive compensation and shareholder proposals on May 8, 2020.
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Sincerely,
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Please read this supplemental information together with the more detailed information included in the CD&A, compensation
tables, and narrative on pages 31 through 58 of ExxonMobil’s 2020 Proxy Statement before you cast your vote on Management Resolution Item 3 – Advisory Vote to Approve Executive Compensation.
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