Summary
Exxon Mobil Corporation (XOM) filed an 8-K on April 28, 2011, reporting an amendment to its by-laws made on April 27, 2011. The amendment pertains to the designation of the principal financial officer. Previously, the treasurer held this title by default. The updated by-laws now state that the treasurer is the principal financial officer 'unless the board of directors specifies otherwise.'
Key Highlights
- 1Amendment to Article IV, Section 8 of Exxon Mobil's by-laws.
- 2The amendment clarifies the role of the Treasurer as the principal financial officer.
- 3The Board of Directors retains the authority to designate a different principal financial officer.
- 4D. D. Humphreys, Senior Vice President, has been specifically designated by the Board to continue as the principal financial officer.
- 5This change provides flexibility in appointing the principal financial officer, moving away from a strict by-law default.
- 6The complete amended by-laws are filed as an exhibit to this report.
Frequently Asked Questions
The primary change is to Article IV, Section 8 of the by-laws, which now allows the Board of Directors to designate a principal financial officer other than the Treasurer, if they choose to do so.
D. D. Humphreys, who serves as Senior Vice President, has been specifically designated by the Board of Directors to continue as the principal financial officer, despite the by-law amendment.
While the filing doesn't explicitly state the reasoning, this amendment grants the Board of Directors more flexibility in determining who serves as the principal financial officer, potentially aligning with corporate governance best practices or specific executive roles.
The amendment states the Treasurer is the principal financial officer 'unless the board of directors specifies otherwise.' In this instance, the Board specified otherwise by designating D. D. Humphreys. The Treasurer's other duties would remain unaffected unless otherwise stated by the Board.