SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Under Rule 14a-12 |
Exxon Mobil Corporation
(Name of Registrant as Specified in Its Charter)
Engine No. 1 LLC
Engine No. 1 LP
Engine No. 1 NY LLC
Christopher James
Charles Penner
Gregory J. Goff
Kaisa Hietala
Alexander Karsner
Anders Runevad
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
| þ | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: | |
| 2) | Form, Schedule or Registration Statement No.: | |
| 3) | Filing Party: | |
| 4) | Date Filed: |
Engine No. 1 LLC added the following message to shareholders to a “splash” page on its website www.ReenergizeXOM.com.
Don’t Be Confused: You Have a Choice
Protect Your Investment
Vote the WHITE Proxy Card Today
Dear Fellow Shareholders,
10 years ago, ExxonMobil was the #1 company in the Dow Jones Industrial Average (DJIA). Since then, it has destroyed billions in value, jeopardized your dividend, and been ejected from the DJIA. As The Wall Street Journal has noted, “It has been a stunning fall from grace for ExxonMobil.”
This is why we have nominated four people with successful energy experience to ExxonMobil’s Board of Directors - including two nominees that have been named as among the “Best Performing CEOs in the World” by Harvard Business Review, one that led an oil and gas industry transformation that was named as one of the “Top 20 Business Transformations of the Last Decade” by Harvard Business Review, and one that is an expert in new energy technologies and previously served as U.S. Assistant Secretary of Energy. It is also why the 2nd largest pension fund in the US, which owns over $300 million in ExxonMobil stock, has announced it intends to support our nominees.
The industry is not going to get any easier with time, particularly as global efforts to address climate change accelerate. Yet ExxonMobil’s current Board has no credible plan to reverse course after years of value destruction or to protect the long-term value of your investment in a changing world. Instead, it is seeking to rebrand old efforts that have and will continue to chip away at ExxonMobil’s long-term value and hoping that the world around it will not continue to change.
Industry change is a challenge for any company, especially one like ExxonMobil that missed the U.S. shale boom (leading to the value-destroying acquisition of XTO), invested tens of billions into Canadian oil sands only to write them off, and spent hundreds of billions on capex over the last decade without increasing its market capitalization. Thus, we believe the Board sorely needs help to evolve with the industry and protect your investment.
The choice is yours – and don’t let anyone tell you differently.
Vote the WHITE proxy card today to Reenergize ExxonMobil. If you have already voted using the Blue proxy card, you can change your vote by clicking on the “Vote Now” button on the email with this message.
Sincerely,
Engine No. 1
Citations: Christopher Matthews (Sept. 13, 2020). ExxonMobil Used to be America’s Most Valuable Company. What Happened? The Wall Street Journal. Sarah Macfarlane (Mar. 27, 2021). As the Shift to Green Energy Speeds Up, Shell’s Big Natural-Gas Bet Is at Risk. The Wall Street Journal.
Important Information
Engine No. 1 LLC, Engine No. 1 LP, Engine No. 1 NY LLC, Christopher James, Charles Penner (collectively, “Engine No. 1”), Gregory J. Goff, Kaisa Hietala, Alexander Karsner, and Anders Runevad (collectively and together with Engine No. 1, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of WHITE proxy to be used in connection with the solicitation of proxies from the shareholders of Exxon Mobil Corporation (the “Company”). All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying WHITE proxy card will be furnished to some or all of the Company’s shareholders and is, along with other relevant documents, available at no charge on Engine No.1’s campaign website at https://reenergizexom.com/materials/ and the SEC website at http://www.sec.gov/.
Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the definitive proxy statement filed by the Participants with the SEC on March 15, 2021. This document is available free of charge from the sources described above.
Engine No. 1 LLC added the following “splash” page on its website www.ReenergizeXOM.com.
