8-KCorporate ChangesExhibits & Filings

EXXON MOBIL CORP 8-K Report, Bylaw Amendment (Nov 1, 2016)

Filed November 1, 2016For Securities:XOM

Summary

Exxon Mobil Corporation (XOM) filed an 8-K on November 1, 2016, to report amendments to its By-Laws, effective November 1, 2016. These amendments are significant for shareholders as they introduce two key provisions: proxy access and an advance notice requirement for director nominations. The proxy access provision allows qualifying shareholders or groups of shareholders to nominate director candidates and have them included in the company's proxy materials. Specifically, shareholders owning at least 3% of outstanding common stock continuously for three years can nominate up to two directors or 20% of the board, whichever is greater, provided they meet specific By-Law requirements. This grants shareholders more direct influence in board composition. Additionally, the By-Laws were updated to include an advance notice provision for shareholders wishing to nominate directors outside of the proxy access rules, both for annual and special meetings. This clarifies the process and timeline for shareholders intending to put forward their own director nominees, ensuring greater transparency and structure in corporate governance.

Key Highlights

  • 1Exxon Mobil amended its By-Laws, effective November 1, 2016, impacting corporate governance.
  • 2Introduced 'proxy access' allowing eligible shareholders to nominate directors for inclusion in company proxy materials.
  • 3Proxy access requires a shareholder or group (up to 20) to own at least 3% of common stock for a minimum of three years.
  • 4Shareholders can nominate up to two directors or 20% of the board, whichever is greater, under proxy access.
  • 5Added an 'advance notice' provision for director nominations outside of proxy access for both annual and special meetings.
  • 6These changes aim to provide shareholders with more direct mechanisms to influence board composition and nominations.

Frequently Asked Questions

Proxy access is a provision that allows eligible shareholders to nominate director candidates and have those nominees included in Exxon Mobil's official proxy materials distributed to all shareholders. This benefits investors by providing a more direct and cost-effective way to influence board composition and nominate directors who may better represent shareholder interests.

To utilize the proxy access provision, a shareholder or a group of up to 20 shareholders must collectively own at least 3% of Exxon Mobil's outstanding common stock continuously for at least three years.

Under the proxy access provisions, shareholders can nominate director candidates constituting up to the greater of two individuals or 20% of the Board of Directors, provided all specified requirements in the By-Laws are met.

The new advance notice provision applies to shareholders who wish to nominate individuals for the Board of Directors at an annual meeting, but not through the proxy access provisions, or at a special meeting if director elections are part of the meeting's agenda. It outlines the required timing and procedures for submitting such nominations.