UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972 ) 940-6000
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol | on Which Registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(b) On January 27, 2021, in anticipation of his planned retirement on July 1, 2021, David S. Rosenthal announced his intention to resign the office of Vice President and Controller (principal accounting officer) of the Corporation effective March 1, 2021.
(c) On January 27, 2021, the Corporation elected Len M. Fox to become Vice President and Controller (principal accounting officer) of the Corporation effective March 1, 2021. Mr. Fox, age 57, has previously served as Assistant Treasurer of the Corporation and as Vice President – Business Services and Treasurer of ExxonMobil Chemical Company for more than the past five years. Mr. Fox, like other executive officers of the Corporation, does not have an employment contract.
(d) On January 27, 2021, the Corporation elected Tan Sri Wan Zulkiflee Wan Arrifin as a new non-employee director of the Corporation, effective at that time. Wan Zulkiflee will initially serve on the Board Affairs Committee and Public Issues and Contributions Committee.
Like all new non-employee directors of the Corporation, Wan Zulkiflee will receive an initial one-time grant of 8,000 shares of restricted ExxonMobil common stock under the Corporation’s Non-Employee Director Restricted Stock Plan. Thereafter, Wan Zulkiflee will receive the same compensation as other non-employee directors of the Corporation as described in the Corporation’s most recent Proxy Statement dated April 9, 2020.
The Corporation’s press release regarding the election of Wan Zulkiflee is included as Exhibit 99.1 to this report.
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INDEX TO EXHIBITS
| Exhibit No. | Description | ||||
Tan Sri Wan Zulkiflee Wan Ariffin Joins ExxonMobil Board of Directors | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXXON MOBIL CORPORATION | ||||||||
| Date: February 02, 2021 | By: | /s/ STEPHEN A. LITTLETON | ||||||
| Stephen A. Littleton | ||||||||
| Vice President - Investor Relations and Secretary | ||||||||
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| EXHIBIT 99.1 | ||||||||||||||||||||
| News Release |  | |||||||||||||||||||
| Exxon Mobil Corporation | ||||||||||||||||||||
| ExxonMobil Media Relations: | 5959 Las Colinas Boulevard | |||||||||||||||||||
| (972) 940-6007 | Irving, TX 75039-2298 | |||||||||||||||||||
| 972 940 6007 Telephone | ||||||||||||||||||||
| 972 940 6143 Facsimile | ||||||||||||||||||||
| FOR IMMEDIATE RELEASE | ||||||||||||||||||||
| TUESDAY, FEBRUARY 2, 2021 | ||||||||||||||||||||
Tan Sri Wan Zulkiflee Wan Ariffin Joins ExxonMobil Board of Directors
IRVING, Texas – Exxon Mobil Corporation said today that Tan Sri Wan Zulkiflee Wan Ariffin has joined its board of directors. Wan Zulkiflee served from 2015 to 2020 as president and group chief executive officer of Petronas, the national oil and gas company of Malaysia.
In his role as president and CEO at Petronas, Wan Zulkiflee led strategic growth and efficiency initiatives, and the company’s entry into specialty chemicals. During his tenure, Petronas reported multiple years of strong results and furthered the company’s investments in lower-emission technologies.
Wan Zulkiflee is currently non-executive chairman of the boards of Malaysia Airlines Berhad and DRB-HICOM Berhad, and he is involved in a number of initiatives dedicated to education and public sector leadership.
“We welcome Tan Sri Wan Zulkiflee to our board,” said Darren Woods, chairman and chief executive officer. “His global industry expertise coupled with his insights related to the energy transition will complement our highly experienced board.”
With the election of Wan Zulkiflee, the ExxonMobil board will increase to 11 directors, 10 of whom are independent directors. In recent years the company has pursued additional board expertise in the areas of climate science, asset and risk management, and relevant industry experience. Five independent directors have been appointed since 2016. The average director tenure for the ExxonMobil Board is under six years, compared to an average of eight years for companies in the S&P 500.
ExxonMobil said that it continues discussions with other director candidates with a range of skills sets for potential addition to its board, as part of its ongoing refreshment process. The board expects to take further action in the near term.
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About ExxonMobil
ExxonMobil, one of the largest publicly traded international energy companies, uses technology and innovation to help meet the world’s growing energy needs. ExxonMobil holds an industry-leading inventory of resources, is one of the largest refiners and marketers of petroleum products, and its chemical company is one of the largest in the world. To learn more, visit exxonmobil.com and the Energy Factor.
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Important Additional Information Regarding Proxy Solicitation
Exxon Mobil Corporation (“ExxonMobil”) intends to file a proxy statement and associated BLUE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for ExxonMobil’s 2021 Annual Meeting (the “Proxy Statement”). ExxonMobil, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2021 Annual Meeting. Information regarding the names of ExxonMobil’s directors and executive officers and their respective interests in ExxonMobil by security holdings or otherwise is set forth in ExxonMobil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 26, 2020, ExxonMobil’s proxy statement for the 2020 Annual Meeting of Shareholders, filed with the SEC on April 9, 2020 and ExxonMobil’s Form 8-K filed with the SEC on December 1, 2020. To the extent holdings of such participants in ExxonMobil’s securities are not reported, or have changed since the amounts described, in the 2020 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Details concerning the nominees of ExxonMobil’s Board of Directors for election at the 2021 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING BLUE PROXY CARD WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive Proxy Statement and other relevant documents filed by ExxonMobil free of charge from the SEC’s website, www.sec.gov. ExxonMobil’s shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to ExxonMobil Shareholder Services at 5959 Las Colinas Boulevard, Irving, Texas, 75039-2298 or at shareholderrelations@exxonmobil.com or from the investor relations section of ExxonMobil’s website, www.exxonmobil.com/investor.
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