As filed with the Securities and Exchange Commission on May 4, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
| New Jersey | 13-5409005 | |||
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (972) 940-6000
ExxonMobil Savings Plan
(Full title of the plans)
|
Len M. Fox |
| Exxon Mobil Corporation |
| 5959 Las Colinas Boulevard |
| Irving, Texas 75039-2298 |
| Tel: (972) 940-6000 |
(Name, address and telephone number, including area code, of agent for service)
Copies to
| Adam Kaminsky |
| Davis Polk & Wardwell LLP |
| 450 Lexington Avenue |
| New York, New York 10017 |
| Tel: (212) 450-4000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | o |
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Exxon Mobil Corporation (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) with respect to 30 million shares of the Registrant’s Common Stock to be offered pursuant to the ExxonMobil Savings Plan (the “Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on February 25, 1999 (Registration No. 333-72955) and on May 6, 2010 (Registration No. 333-166576), except that provisions contained in Part II of such registration statements are modified as set forth herein.
PART I
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I have been delivered to the participants in the Plan as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference into this registration statement the following documents previously filed with the Commission:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 23, 2022 (File No. 001-02256) (the “Annual Report”);
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed);
(c) The description of the Common Stock contained in Exhibit 4(vi) to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendment or report filed for the purpose of updating such description; and
(d) The ExxonMobil Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2020, filed with the Commission on June 10, 2021.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
In lieu of an opinion of counsel concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, and an Internal Revenue Service (“IRS”) determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code, the Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the IRS in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on May 4, 2022.
| EXXON MOBIL CORPORATION | |
| /s/ Darren W. Woods | |
| Darren W. Woods, Chairman of the Board and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this Registration Statement has been signed on May 4, 2022 by the following persons in the following capacities.
| Signature | Title | Date | ||
| * | Chairman of the Board and Chief Executive Officer | May 4, 2022 | ||
| Darren W. Woods | (Principal Executive Officer) | |||
| * | Director | May 4, 2022 | ||
| Michael J. Angelakis | ||||
| * | Director | May 4, 2022 | ||
| Susan K. Avery | ||||
| * | Director | May 4, 2022 | ||
| Angela F. Braly | ||||
| * | Director | May 4, 2022 | ||
| Ursula M. Burns | ||||
| * | Director | May 4, 2022 | ||
| Kenneth C. Frazier |
| * | Director | May 4, 2022 | ||
| Gregory J. Goff | ||||
| * | Director | May 4, 2022 | ||
| Kaisa H. Hietala | ||||
| * | Director | May 4, 2022 | ||
| Joseph L. Hooley | ||||
|
* |
Director | May 4, 2022 | ||
| Steven A. Kandarian | ||||
|
* |
Director | May 4, 2022 | ||
| Alexander A. Karsner | ||||
|
* |
Director | May 4, 2022 | ||
| Jeffrey W. Ubben | ||||
|
* |
Senior Vice President, Chief Financial Officer |
May 4, 2022 | ||
| Kathryn A. Mikells | (Principal Financial Officer) | |||
|
* |
Vice President and Controller | May 4, 2022 | ||
| Len M. Fox | (Principal Accounting Officer) |
| /s/ Antony E. Peters | |||
| * By: | Antony E. Peters | ||
| Attorney-in-Fact | |||
The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee (or other persons who administer the employee benefit plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on May 4, 2022.
|
EXXONMOBIL SAVINGS PLAN | ||
| /s/ Tracey C. Gunnlaugsson | ||
| Tracey C. Gunnlaugsson | ||
| Chairperson, Trustee |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Exxon Mobil Corporation of our report dated February 23, 2022 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Exxon Mobil Corporation's Annual Report on Form 10-K for the year ended December 31, 2021.
We also consent to the incorporation by reference in this Registration Statement of our report dated June 10, 2021 relating to the financial statements, which appears in the Annual Report of ExxonMobil Savings Plan on Form 11-K for the year ended December 31, 2020.
| /s/ PricewaterhouseCoopers LLP | |
| Dallas, Texas | |
| May 4, 2022 |
EXHIBIT 24.1
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jeremy R. Osterstock, Antony E. Peters, and David R. Woodcock and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 relating to the registrant’s common stock to be offered pursuant to the ExxonMobil Savings Plan, and any and all amendments (including post-effective amendments and other amendments thereto) to such Registration Statements and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney. For the avoidance of doubt, whenever two or more powers of attorney granting the powers specified herein are valid, the agents appointed on each shall act separately unless otherwise specified.
Each of the undersigned has executed this Power of Attorney on the date indicated opposite his or her name.
| Signature | Title | Date | ||
| /s/ Darren W. Woods | Chairman of the Board and Chief Executive Officer | April 28, 2022 | ||
| Darren W. Woods | (Principal Executive Officer) | |||
| /s/ Michael J. Angelakis | Director | April 28, 2022 | ||
| Michael J. Angelakis | ||||
| /s/ Susan K. Avery | Director | April 30, 2022 | ||
| Susan K. Avery | ||||
| /s/ Angela F. Braly | Director | April 28, 2022 | ||
| Angela F. Braly | ||||
| /s/ Ursula M. Burns | Director | April 28, 2022 | ||
| Ursula M. Burns | ||||
| /s/ Kenneth C. Frazier | Director | April 28, 2022 | ||
| Kenneth C. Frazier |
|
| /s/ Gregory J. Goff | Director | April 28, 2022 | ||
| Gregory J. Goff | ||||
| /s/ Kaisa H. Hietala | Director | April 29, 2022 | ||
| Kaisa H. Hietala | ||||
| /s/ Joseph L. Hooley | Director | April 29, 2022 | ||
| Joseph L. Hooley | ||||
| /s/ Steven A. Kandarian | Director | April 28, 2022 | ||
| Steven A. Kandarian | ||||
| /s/ Alexander A. Karsner | Director | April 28, 2022 | ||
| Alexander A. Karsner | ||||
| /s/ Jeffrey W. Ubben | Director | April 30, 2022 | ||
| Jeffrey W. Ubben | ||||
| /s/ Kathryn A. Mikells | Senior Vice President, Chief Financial Officer |
April 28, 2022 | ||
| Kathryn A. Mikells | (Principal Financial Officer) | |||
| /s/ Len M. Fox | Vice President and Controller | April 27, 2022 | ||
| Len M. Fox | (Principal Accounting Officer) |
EXHIBIT 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
Exxon Mobil Corporation
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common stock, without par value | Rule 457(c) and Rule 457(h) | 30,000,000 | $83.875 | $2,516,250,000.00 | 0.0000927 | $233,256.38 |
| Total Offering Amounts | $2,516,250,000.00 | $233,256.38 | |||||
| Total Fee Offsets | - | ||||||
| Net Fee Due | $233,256.38 | ||||||
(1) This Registration Statement also includes (i) pursuant to Rule 416(a) of the Securities Act of 1933, an indeterminate number of additional shares of the Registrant’s Common Stock, without par value, which may be necessary to adjust the number of shares reserved for issuance pursuant to the Plan by reason of any stock split, stock dividend or similar adjustment of the outstanding common stock of the Registrant and (ii) pursuant to Rule 416(c) under the Securities Act of 1933, an indeterminate amount of interests to be offered or sold pursuant to the Plan.
(2) Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act on the basis of the average of the high and low prices per share of Common Stock on the New York Stock Exchange on April 27, 2022, which date is within five business days prior to filing this Registration Statement.