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): February 24, 2021
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (972 ) 940-6000
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 February 24, 2021, N. W. Duffin, President of ExxonMobil Global Projects Company and a named executive officer of the Corporation, announced his intention to retire effective April 1, 2021.
(d) On February 27, 2021, the Corporation elected Michael Angelakis and Jeffrey Ubben as new non-employee directors of the Corporation, effective March 1, 2021. Mr. Angelakis will initially serve on the Audit Committee and Finance Committee, and Mr. Ubben will initially serve on the Finance Committee and Public Issues and Contributions Committee.
Like all new non-employee directors of the Corporation, Mr. Angelakis and Mr. Ubben will each 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, Mr. Angelakis and Mr. Ubben will each 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 Michael Angelakis and Jeffrey Ubben is included as Exhibit 99.1 to this report.
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INDEX TO EXHIBITS
| Exhibit No. | Description | ||||
Michael Angelakis and Jeffrey Ubben Join 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: March 01, 2021 | By: | /s/ LEN M. FOX | ||||||
| Len M. Fox | ||||||||
| Vice President and Controller | ||||||||
| (Principal Accounting Officer) | ||||||||
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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 | ||||||||||||||||||||
| MONDAY, MARCH 1, 2021 | ||||||||||||||||||||
Michael Angelakis and Jeffrey Ubben Join ExxonMobil Board of Directors
IRVING, Texas – Exxon Mobil Corporation said today that Michael Angelakis and Jeffrey Ubben have joined its board of directors.
Angelakis is chairman and CEO of Atairos, an independent strategic investment company focused on supporting growth-oriented businesses across a range of industries. Prior to founding Atairos, he served as Comcast Corporation’s vice chairman and chief financial officer. In those roles, Angelakis led strategic planning, capital allocation and corporate development, including overseeing Comcast’s successful transition into media and other technologies. Angelakis is a non-executive director of TriNet Group, Inc. and Groupon, Inc., and is a former chairman of the Federal Reserve Bank of Philadelphia.
Ubben co-founded Inclusive Capital Partners, a San Francisco-based investment firm focused on increasing shareholder value and promoting sound environmental, social and governance practices. Previously, he was a co-founder of ValueAct Capital Partners, an investment firm emphasizing strong, constructive relationships with company management teams and boards. He is currently a non-executive director for Appharvest Inc., Enviva Partners LP and Nikola Corporation.
“We welcome these new directors as part of our ongoing board refreshment, which builds on the diverse global business experience of our current members,” said Darren Woods, chairman and chief executive officer of Exxon Mobil Corporation. “Michael and Jeff’s expertise in capital allocation and strategy development has helped companies navigate complex transitions for the benefit of shareholders and broader stakeholders. Their contributions will be valued as ExxonMobil advances plans to increase shareholder value by responsibly providing needed energy while playing a leadership role in the energy transition.”
With the election of Angelakis and Ubben, the ExxonMobil board increased to 13 directors, 12 of whom are independent. In recent years the company has pursued additional board expertise in the areas of climate science, asset and risk management, and relevant industry experience. Seven independent directors have been appointed since 2016. The average director tenure for the ExxonMobil board is less than five years, compared to an average of eight years for companies in the S&P 500.
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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 proxy statement for the 2020 Annual Meeting of Shareholders, filed with the SEC on April 9, 2020, ExxonMobil’s Form 8-K filed with the SEC on February 2, 2021 and ExxonMobil’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 24, 2021. 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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