As filed with the Securities and Exchange Commission on May 6, 2010
Registration No. 333-______
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 |
| (I.R.S. Employer |
| 5959 Las Colinas Boulevard Irving, Texas 75039-2298 (972) 444-1000 |
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(Address of Principal Executive Offices) | ||
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ExxonMobil Savings Plan (Full Titles of the Plan(s)) | ||
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| Patrick T. Mulva Exxon Mobil Corporation 5959 Las Colinas Boulevard Irving, Texas 75039-2298 |
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(Name and Address of Agent for Service) | ||
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| (972) 444-1000 |
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(Telephone Number, Including Area Code, of Agent for Service) | ||
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer X
Accelerated filer .
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company .
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to Be Registered (1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee |
| Common Stock, without par value | 40,000,000 shares | $66.60 | $2,664,000,000 | $189,943.20 |
(1)
This Registration Statement on Form S-8 (this “Registration Statement”) also covers (i) pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), any additional shares of Common Stock without par value (“Common Stock”) of the Registrant that become issuable under the ExxonMobil Savings Plan (the “Plan”) by reason of any stock dividend, stock split, or other similar transaction and (ii) pursuant to Rule 416(c) under the Securities Act, an indeterminate amount of interests to be offered or sold pursuant to the Plan.
(2)
Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for a share of Common Stock on the New York Stock Exchange on May 4, 2010.
Registration of Additional Shares
This Registration Statement on Form S-8 relating to the registrant's ExxonMobil Savings Plan (the “Plan”) is being filed to register additional securities of the same class as other securities for which an earlier-filed registration statement on Form S-8 relating to the Plan is effective. Pursuant to Instruction E of Form S-8, such earlier registration statement (No. 333-72955), is incorporated herein by reference, except that provisions contained in Part II of such registration statement 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).
This Registration Statement relates to 40 million shares of Common Stock, without par value, to be offered pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
(b)
The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.
(c)
The Registrant’s Current Reports on Form 8-K filed on February 1, 2010, February 17, 2010, March 16, 2010, March 17, 2010, March 29, 2010 and April 29, 2010.
(d) The description of the Registrant’s capital stock contained in the Registrant’s Registration Statement on Form S-4 (File No. 333-164620), including any amendments or supplements thereto.
(e) ExxonMobil Savings Plan Annual Report on Form 11-K for the fiscal year ended December 31, 2008, filed with the Commission on June 24, 2009.
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 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant’s restated certificate of incorporation does not contain any provision relating to the indemnification of its directors or officers. Article X of the Registrant’s by-laws provides that the Registrant shall indemnify to the full extent permitted by law any current or former director or officer made or threatened to be made a party to any legal action by reason of the fact that such person is or was a director, officer, employee or other corporate agent of the Registrant or any of its subsidiaries or serves or served any other enterprise at the request of the Registrant against expenses (including attorneys’ fees), judgments, fines, penalties, excise taxes and amounts paid in settlement, actually and reasonably incurred by such person in connection with such legal action. No indemnification is required under the Registrant’s by-laws with respect to any settlement or other nonadj udicated disposition of any legal action unless the Registrant has previously consented.
The Registrant is organized under the laws of the State of New Jersey. Section 14A:3-5(2) of the New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a corporate agent (generally defined as any person who is or was a director, officer, employee or agent of the corporation or of any constituent corporation absorbed by the corporation in a consolidation or merger and any person who is or was a director, officer, trustee, employee or agent of any other enterprise, serving as such at the request of the corporation or the legal representative of any such director, officer, trustee, employee or agent) against his or her expenses and liabilities in connection with any proceeding involving such corporate agent by reason of his or her being or having been a corporate agent, other than derivative actions, if (i) he or she acted in good faith and in a manner he or she r easonably believed to be in or not opposed to the best interests of the corporation and (ii), with respect to any criminal proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Under Section 14A:3-5(3) of the New Jersey Business Corporation Act, a similar standard of care is applicable in the case of derivative actions, except no indemnification may be provided in respect of any derivative action as to which the corporate agent is adjudged to be liable to the corporation, unless (and only to the extent that) the Superior Court of the State of New Jersey (or the court in which the proceeding was brought) determines upon application that the corporate agent is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 14A:3-5(4) of the New Jersey Business Corporation Act requires a New Jersey corporation to indemnify a corporate agent for his or her expenses to the extent that such corporate agent has been successful on the merits or otherwise in any proceeding referred to above, or in defense of any claim, issue or matter therein. Except as required by the previous sentence, under Section 14A:3-5(11) of the New Jersey Business Corporation Act, no indemnification may be made or expenses advanced, and none may be ordered by a court, if such indemnification or advancement would be inconsistent with (i) a provision of the corporation’s certificate of incorporation, (ii) its by-laws, (iii) a resolution of the board of directors or of the corporation’s shareholders, (iv) an agreement to which the corporation is a party or (v) other proper corporate action (in effect at the time of th e accrual of the alleged cause of action asserted in the proceeding) that prohibits, limits or otherwise conditions the exercise of indemnification powers by the corporation or the rights of indemnification to which a corporate agent may be entitled.
Under Section 14A:3-5(6) of the New Jersey Business Corporation Act, expenses incurred by a director, officer, employee or other agent in connection with a proceeding may, except as described in the immediately preceding paragraph, be paid by the corporation before the final disposition of the proceeding as authorized by the board of directors upon receiving an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified. Article X of the Registrant’s by-laws provides that the Registrant shall pay the expenses (including attorneys’ fees) incurred by a current or former officer or director of the Registrant in defending any legal action in advance of its final disposition promptly upon receipt of such an undertaking.
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Under Section 14A:3-5(8) of the New Jersey Business Corporation Act, the power to indemnify and advance expenses under the New Jersey Business Corporation Act does not exclude other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a corporate agent may be entitled to under a certificate of incorporation, bylaw, agreement, vote of shareholders or otherwise. However, no indemnification may be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that his or her acts or omissions were in breach of his or her duty of loyalty to the corporation or its shareholders, were not in good faith or involved a knowing violation of the law, or resulted in the receipt by such person of an improper personal benefit.
Section 14A:3-5(9) of the New Jersey Business Corporation Act further provides that a New Jersey corporation has the power to purchase and maintain insurance on behalf of any corporate agent against any expenses incurred in any proceeding and any liabilities asserted against him or her by reason of his or her being or having been a corporate agent, whether or not the corporation would have the power to indemnify him or her against such expenses and liabilities under the New Jersey Business Corporation Act. The Registrant maintains directors’ and officers’ liability insurance on behalf of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a)
See Exhibit Index, which is incorporated herein by reference.
(b)
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.
Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of ap propriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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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 the 6th day of May, 2010.
| EXXON MOBIL CORPORATION |
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| By: /s/ Rex W. Tillerson |
| Rex W. Tillerson Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed this 6th day of May, 2010 by the following persons in the following capacities.
Signature |
| Title | Date |
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| Chairman of the Board (Principal Executive Officer) | May 6, 2010 |
(Rex W. Tillerson) |
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| Director | May 6, 2010 |
(Michael J. Boskin) |
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| Director | May 6, 2010 |
(Larry R. Faulkner) |
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| Director | May 6, 2010 |
(Kenneth C. Frazier) |
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| Director | May 6, 2010 |
(William W. George) |
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| Director | May 6, 2010 |
(Reatha Clark King) |
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| Director | May 6, 2010 |
(Marilyn Carlson Nelson) |
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| Director | May 6, 2010 |
(Samuel J. Palmisano) |
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| Director | May 6, 2010 |
(Steven S Reinemund) |
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Signature |
| Title | Date |
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| Director | May 6, 2010 |
(Edward E. Whitacre, Jr.) |
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| Senior Vice President and Treasurer (Principal Financial Officer) | May 6, 2010 |
(Donald D. Humphreys) |
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| Vice President and Controller (Principal Accounting Officer) | May 6, 2010 |
(Patrick T. Mulva) |
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* By:
/s/ Randall M. Ebner
Randall M. Ebner
Attorney-in-Fact
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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 the 6th day of May, 2010.
| EXXONMOBIL SAVINGS PLAN |
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| By: /s/ Lucille J. Cavanaugh |
| Lucille J. Cavanaugh Chairperson, Trustee |
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EXHIBIT INDEX
Exhibit Number |
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4.1 | Restated Certificate of Incorporation of Exxon Mobil Corporation (incorporated herein by reference to Exhibit 3(i) to Exxon Mobil Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006). |
4.2 | By-laws of Exxon Mobil Corporation (incorporated herein by reference to Exhibit 3(ii) to Exxon Mobil Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007). |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm of Exxon Mobil Corporation. |
24.1 | Power of Attorney. |
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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 our report dated February 26, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in ExxonMobil's Annual Report on Form 10-K for the year ended December 31, 2009.
We also consent to the incorporation by reference in this Registration Statement of our report dated June 24, 2009 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, 2008.
/s/ PricewaterhouseCoopers LLP
Exhibit 24.1
EXXON MOBIL CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Robert N. Schleckser, Randall M. Ebner and Beverley A. Babcock, and each of them, with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her own name, place and stead, in any and all capacities to sign one or more Registration Statements on Form S-8 relating to the issuance of the registrant’s common stock in connection with 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 eac h and every act and thing as he or she 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 revoke any powers of attorney previously executed by the undersigned. 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 in the location and on the date indicated opposite his or her name.
Signature | Title | City, State | Date |
/s/ Rex W. Tillerson | Chairman of the Board | Irving, Texas | April 28, 2010 |
Rex W. Tillerson |
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/s/ Michael J. Boskin | Director | Irving, Texas | April 28, 2010 |
Michael J. Boskin |
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/s/ Larry R. Faulkner | Director | Irving, Texas | April 28, 2010 |
Larry R. Faulkner |
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/s/ Kenneth C. Frazier | Director | Whitehouse Station, NJ | April 26, 2010 |
Kenneth C. Frazier |
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/s/ William W. George | Director | Irving, Texas | April 28, 2010 |
William W. George |
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/s/ Reatha Clark King | Director | Irving, Texas | April 28, 2010 |
Reatha Clark King |
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/s/ Marilyn Carlson Nelson | Director | Irving, Texas | April 28, 2010 |
Marilyn Carlson Nelson |
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Signature | Title | City, State | Date |
/s/ Samuel J. Palmisano | Director | Irving, Texas | April 28, 2010 |
Samuel J. Palmisano |
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/s/ Steven S Reinemund | Director | Irving, Texas | April 28, 2010 |
Steven S Reinemund |
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/s/ Edward E. Whitacre, Jr. | Director | Irving, Texas | April 28, 2010 |
Edward E. Whitacre, Jr. |
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/s/ Donald D. Humphreys | Treasurer (Principal Financial Officer) | Irving, Texas | May 03, 2010 |
Donald D. Humphreys |
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/s/ Patrick T. Mulva | Controller (Principal Accounting Officer) | Irving, Texas | April 30, 2010 |
Patrick T. Mulva |
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