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Louis Goldberg
Davis Polk & Wardw ell 212 450 4539 tel
LLP 212 701 5539 fax
450 Lexington Avenue louis.goldberg@davispolk.com
New York, NY 10017
April 7, 2021
Re: Exxon Mobil Corporation
Definitive Additional Materials filed March 31, 2021 and April 5,
2021
File No. 001-02256
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
shainessj@sec.gov
Dear Mr. Shainess:
On behalf of Exxon Mobil Corporation ( ExxonMobil or the Company
), we are providing the below
responses to your comment letter dated April 6, 2021 relating to the
above-referenced Definitive
Additional Materials.
DEFA14A Filed March 31, 2021
1. We note your comment.
The bases for the Company s comments were as follows, all of which we
explained to Engine No.1 s
counsel in writing by email.
ExxonMobil received many calls and emails from shareholders complaining
about the emails that Engine
No. 1 sent through Broadridge, and candidly those shareholders were
confused about who was sending
those emails. We also provided a copy of the Engine No. 1 specimen email
to the Staff.
ExxonMobil was extremely disappointed and troubled that Engine No.1 and
its advisors (Innisfree and
Schulte), after seeing the Broadridge specimen that did not give any
indication of who was soliciting and
after hearing the Company s concerns, did not attempt to have Broadridge
make any changes and, in
fact, sent a second email to shareholders using that same template.
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2
April 7, 2021
Changes were only made by Broadridge after ExxonMobil pushed for changes in
working with Broadridge
and after discussions with the SEC which I believe were initiated by me.
In light of the feedback received from shareholders regarding the confusion and
the utmost importance of
this matter as it was material to the most significant matter at the heart of a
proxy contest namely the
integrity of voting by shareholders -- ExxonMobil management felt a
responsibility to respond to its
shareholders by explaining the existence of prior confusing emails used to
solicit votes.
We also note that, despite the feedback given to Schulte by us and the changes
ultimately made by
Broadridge to these emails to remove the confusion on who is soliciting, Engine
No.1 has continued to
use a highly confusing email template to solicit votes through Robinhood (which
does not distribute
through Broadridge). See the attached example email which Engine No. 1 has
permitted be sent to
shareholders on behalf of Engine No.1 through Robinhood.
DEFA14A Filed April 5, 2021
2. We note your comment. We will in future filings characterize such statements
as ExxonMobil s belief,
opinion or view.
***
Please do not hesitate to call me at (212) 450-4539 with any questions you may
have with respect to the
foregoing.
Very truly
yours,
/s/ Louis
Goldberg
Louis Goldberg
Electronic
Delivery
3
April 7, 2021
Attachment
Example of email sent on behalf of Engine No. 1 through Robinhood.
---------- Forwarded message ---------
From: Robinhood
Date: Fri, Apr 2, 2021 at 3:08 PM
Subject: Exxon Mobil Corporation - WHITE CARD's Proxy Contest is Coming Up.
Vote now
To: ****
Vote on Exxon Mobil Corporation - WHITE
CARD's Future
Hi,
Exxon Mobil Corporation - WHITE CARD's Proxy Contest is on 5/26/2021.
As an investor in Exxon Mobil Corporation - WHITE CARD, you can help
decide the company's path forward by voting on key company decisions.
Vote by tapping the link below. The deadline is May 25, 2021 05:00 PM,
Eastern Time.
4 April 7,
2021
To learn more about this meeting tap the links below.
- Proxy Statement
- Shareholder Letter
- Virtual Meeting Notice
You can learn more about proxy voting by visiting our Help Center.
If needed, your control number is 427997993256.
The Robinhood Team
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