As filed with the Securities and Exchange Commission on August 2, 2012
Registration Statement 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 (State or other jurisdiction of incorporation or organization) |
| 13-5409005 (I.R.S. Employer Identification No.) |
5959 Las Colinas Boulevard Irving, Texas (Address of principal executive offices) 75039-2298 (Zip Code) |
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2003 Incentive Program of Exxon Mobil Corporation
(Full title of the Plan)
S. Jack Balagia
Vice President and General Counsel
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(972) 444-1000
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Share* | Proposed Maximum Aggregate Offering Price* | Amount of Registration Fee |
Common Stock, no par value | 120,000,000 | $86.675 | $10,401,000,000 | $1,191,954.60 |
*Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based on the average of the
high and low prices reported in the consolidated reporting system on July 27, 2012.
Purpose of Registration Statement
This Registration Statement on Form S-8 of Exxon Mobil Corporation (the "Registrant") relates to shares of common stock of the Registrant available for issuance under the Registrant's 2003 Incentive Program (the "Program"). There are also registered hereunder such additional indeterminate shares of the Registrant's common stock as may be required as a result of a stock split, stock dividend, or similar transaction in accordance with the anti-dilution provisions of the Program.
Pursuant to Rule 429, the prospectus relating to this registration statement also relates to an earlier registration statement filed for the offering under the Program (Registration No. 333-145188). As of August 1, 2012, 10,095,495 shares remain available under the prior registration statement, for which shares an aggregate pro-rated registration fee of approximately $25,943 was paid.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The following documents that have been filed by Exxon Mobil Corporation (the "Registrant" or "ExxonMobil") with the Securities and Exchange Commission are incorporated by reference herein:
(1)
Annual Report on Form 10-K for the year ended December 31, 2011;
(2)
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, and June 30, 2012;
(3)
Current Reports on Form 8-K filed on February 29 and June 1, 2012; and
(4)
The description of the Registrant's capital stock contained in the Registrant's Registration Statement on Form S-4 (File No. 333-75659), and any document filed which updates that description.
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 subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers 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 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 or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 6.
Indemnification of Directors and Officers.
ExxonMobil has no provisions for indemnification of directors or officers in its certificate of incorporation. Article X of the By-laws of the Registrant provides that it shall indemnify to the full extent permitted by law any 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 corporation agent of ExxonMobil or any subsidiary or served any other enterprise at the request of ExxonMobil against expenses, judgments, fines, penalties, excise taxes and amounts paid in settlement. The New Jersey Business Corporation Act provides for the indemnification of directors and officers under certain conditions.
ExxonMobil has purchased directors and officers liability insurance coverage from Ancon Insurance Company, Inc., a wholly-owned subsidiary of ExxonMobil.
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Item 8.
Exhibits.
See Index to Exhibits, which is incorporated herein by reference.
Item 9.
Undertakings.
(a)
The 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 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;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, 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 bonafide offering thereof; and
(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 registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of the plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 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, 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 2nd day of August, 2012.
EXXON MOBIL CORPORATION
By:
/s/ Rex W. Tillerson .
Rex W. Tillerson
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated.
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/s/ Rex W. Tillerson |
| Chairman of the Board | August 2, 2012 |
(Rex W. Tillerson) |
| (Principal Executive Officer) |
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| Director | August 2, 2012 |
(Michael J. Boskin) |
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| Director | August 2, 2012 |
(Peter Brabeck-Letmathe) |
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| Director | August 2, 2012 |
(Larry R. Faulkner) |
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| Director | August 2, 2012 |
(Jay S. Fishman) |
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| Director | August 2, 2012 | |
(Henrietta H. Fore) |
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| Director | August 2, 2012 | |
(Kenneth C. Frazier) |
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| Director | August 2, 2012 | |
(William W. George) |
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| Director | August 2, 2012 | |
(Samuel J. Palmisano) |
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| Director | August 2, 2012 | |
(Steven S Reinemund) |
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| Director | August 2, 2012 | |
(Edward E. Whitacre, Jr.) |
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/s/ Patrick T. Mulva |
| Controller (Principal | August 2, 2012 | |
(Patrick T. Mulva) |
| Accounting Officer) |
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/s/ Donald D. Humphreys |
| Senior Vice President | August 2, 2012 | |
(Donald D. Humphreys) |
| (Principal Financial Officer) |
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* By: | /s/ Randall M. Ebner |
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| (Randall M. Ebner) |
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| Attorney-in-Fact |
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INDEX TO EXHIBITS
Exhibit Number
Exhibit
10
2003 Incentive Program (incorporated by reference to Exhibit 10(iii)(a.1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).
23
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24
Power of Attorney.
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 for Exxon Mobil Corporation's 2003 Incentive Program of our report dated February 24, 2012, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears on page 55 of Exxon Mobil Corporation's Annual Report on Form 10-K for the year ended December 31, 2011.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
August 2, 2012
Exhibit 24
EXXON MOBIL CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Kate C. Shae, Randall M. Ebner and Len M. Fox, 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 a Registration Statement on Form S-8 relating to the issuance of the registrant's common stock under its 2003 Incentive Program and any and all amendments (including post-effective amendments and other amendments thereto) to such Registration Statement 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 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. Each signature below is given as of the 25th day of July in Dallas, Texas.
Signature
Title
/s/ Rex W. Tillerson
Chairman of the Board
Rex W. Tillerson
(Principal Executive Officer)
/s/ Michael J. Boskin
Director
Michael J. Boskin
/s/ Peter Brabeck-Letmathe
Director
Peter Brabeck-Letmathe
/s/ Larry R. Faulkner
Director
Larry R. Faulkner
/s/ Jay S. Fishman
Director
Jay S. Fishman
/s/ Henrietta H. Fore
Director
Henrietta H. Fore
Signature
Title
/s/ Kenneth C. Frazier
Director
Kenneth C. Frazier
/s/ William W. George
Director
William W. George
/s/ Samuel J. Palmisano
Director
Samuel J. Palmisano
/s/ Steven S Reinemund
Director
Steven S Reinemund
/s/ Edward E. Whitacre, Jr.
Director
Edward E. Whitacre, Jr.
/s/ Donald D. Humphreys
Senior Vice President
Donald D. Humphreys
(Principal Financial Officer)
/s/ Patrick T. Mulva
Controller
Patrick T. Mulva
(Principal Accounting Officer)