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The following is an excerpt from a DEF 14A SEC Filing, filed by EXXON MOBIL CORP on 4/12/2013.
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We expect Items 4 through 11 to be presented by shareholders at the annual meeting. Following SEC rules, other than minor formatting changes, we are reprinting the proposals and supporting statements as they were submitted to us. We take no responsibility for them. Upon oral or written request to the Secretary at the address listed under Contact Information on page 3, we will provide information about the sponsors’ shareholdings, as well as the names, addresses, and shareholdings of any co-sponsors.

The Board recommends you vote AGAINST Items 4 through 11 for the reasons we give after each one.


This proposal was submitted by a client of Spinnaker Trust, 123 Free Street, Portland, ME 04112, as lead proponent of a filing group.

“RESOLVED: The shareholders request the Board of Directors of ExxonMobil to adopt as policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy should be phased in for the next CEO transition. Compliance with this policy is waived if no independent director is available and willing to serve as Chair.

Supporting Statement:

We believe:



The role of the CEO and management is to run the company;



The role of the Board of Directors is to provide independent oversight of management and the CEO;



There is a potential conflict of interest for a CEO to be her/his own overseer while managing the business.

According to a 2012 research report by GMI Ratings on 180 North American mega-caps (those with over $20 billion in market cap), CEOs who also command the title of chairman are more expensive than their counterparts serving solely as CEO. In fact, executives with a joint role of chairman and CEO are paid more (a median of $16 million) than even the combined cost of a CEO and a separate chairman ($11 million).

Numerous institutional investors recommend separation. For example, California’s Retirement System CalPERS’ Principles & Guidelines encourage separation, even with a lead director in place.

Board members have also demonstrated a preference for separation. According to a 2010 corporate governance survey of 400 board members by Sullivan & Cromwell LLP, approximately 70% of respondents believe the head of management should not concurrently be the head of the board.

In 2009, Yale University’s Millstein Center for Corporate Governance and Performance published a Policy Briefing paper ‘ Chairing the Board ,’ arguing the case for a separate, independent Board Chair.

Chairing and overseeing the Board is a time intensive responsibility, and a separate Chair leaves the CEO free to manage the company and build effective business strategies.

An independent Chair also avoids conflicts of interest and improves oversight of risk. Any conflict in this role is reduced by clearly spelling out the different responsibilities of the Chair and CEO.

Many companies have separate and/or independent Chairs. By 2012, 44% of the S&P 500 companies had boards that were not chaired by their CEO. An independent Chair is the prevailing practice in the United Kingdom and many international markets.

An independent Chair and vigorous Board can improve focus on important ethical and governance matters, strengthen accountability to shareowners and help forge long-term business strategies that best serve the interests of shareholders, consumers, employees and the company. Conversely a combined CEO Chair role potentially establishes an ‘imperial CEO,’ lessening accountability.

To foster a simple transition, we are requesting that this policy be phased in and implemented when the next CEO is chosen.



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We urge a vote FOR this resolution. A separate independent Chair can enhance investor confidence and strengthen the integrity of the Board.”

The Board recommends you vote AGAINST this proposal for the following reasons:

The Board believes that the decision as to who should serve as Chairman and/or CEO is the proper responsibility of the Board. The members of the Board possess considerable experience and understand the unique challenges and opportunities the Company faces; they are in the best position to evaluate the needs of the Company and how best to organize the capabilities of the directors and senior managers to meet those needs.

The Board will carefully consider the pros and cons of separating or combining the Chairman and CEO positions and whether the Chairmanship should be held by an independent director whenever the question arises. The Board must retain the flexibility to determine the particular governance structure the Board believes will best serve the long-term interests of shareholders at the time, and should not be compelled to take a particular position that may be contrary to its best judgment.

At the present time, the Board believes that independent Board leadership is effectively provided by the Presiding Director:



Elected annually with minimum two-year term expected;



Authority to call and chair executive sessions of the non-employee directors and provide feedback to the Chairman;



Chair Board meetings in the absence of the Chairman; and



Review in advance, in consultation with the Chairman, schedules, agendas, and materials for Board meetings.


This proposal was submitted by the United Brotherhood of Carpenters Pension Fund, 101 Constitution Avenue, NW, Washington D.C. 20001.

RESOLVED : That the shareholders of Exxon Mobil Corporation (‘Company’) hereby request that the Board of Directors initiate the appropriate process to amend the Company’s bylaws to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats.

Supporting Statement : Exxon Mobil Corporation’s Board of Directors should establish a majority vote standard in director elections in order to provide shareholders a meaningful role in these important elections. The proposed majority vote standard requires that a director nominee receive a majority of the votes cast in an election in order to be formally elected. The Company’s current plurality standard is not well-suited for the typical director election that involves only a management slate of nominees running unopposed. Under these election circumstances, a board nominee is elected with as little as a single affirmative vote, even if a substantial majority of the ‘withhold’ votes are cast against the nominee. So-called ‘withhold’ votes simply have no legal consequence in uncontested director elections. We believe that a majority vote standard in board elections establishes a challenging vote standard for board nominees, enhances board accountability, and improves the performance of boards and individual directors.

Over the past seven years, nearly 85% of the companies in the S&P 500 Index have adopted a majority vote standard in company bylaws, articles of incorporation, or charter. These companies have also adopted a director resignation policy that establishes a board-centered post-election process to determine the status of any director nominee that is not elected. This dramatic move to a majority vote standard is in direct response to strong shareholder demand for a meaningful role in director elections. However, ExxonMobil has responded only partially to the call for change, simply adopting a post-election director resignation policy that sets procedures for addressing the status of director nominees that receive more ‘withhold’ votes than ‘for’ votes. The plurality vote standard remains in place.



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Exxon Mobil Corporation’s Board of Directors has not acted to establish a majority vote standard, despite the fact that all of its self-identified peer companies including Chevron, ConocoPhillips, Boeing, General Electric, Johnson & Johnson, United Technologies, Pfizer and AT&T have adopted majority voting. The Board should adopt a majority vote standard in its governance documents and then refashion its director resignation policy to address the status of unelected directors. A majority vote standard combined with a post-election director resignation policy would establish meaningful voting rights for shareholders in director elections at ExxonMobil, while reserving for the Board an important post-election role in determining the continued status of an unelected director. We urge the Board to join the mainstream of major U.S. companies and establish a majority vote standard.”

The Board recommends you vote AGAINST this proposal for the following reasons:

Corporate Governance Guidelines currently require any director who receives a greater number of votes WITHHELD from his or her election than votes FOR such election to tender his or her resignation. In the absence of a compelling reason, the resignation will be accepted.

The Board believes that this step adequately addresses the proponent’s concerns, and that amendment of the By-Laws is not needed at this time.


This proposal was submitted by Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021.

“Proposal 6 – Curb Excessive Directorships

RESOLVED : Shareholders recommend that our Board take the steps necessary to adopt a bylaw to limit our directors to a maximum of 3 board memberships in companies with sales in excess of $500 million annually. The maximum of 3 board memberships includes each director’s membership on our board. This limit would be increased to 4 such board memberships for directors permanently retired (as determined by our board) and under age 70. The bylaw should also specify how to address a situation where a director may have a brief temporary situation above these limits. (Applies only to nominees for directors at meetings subsequent to the upcoming 2013 annual meeting.)

Adoption of this proposal would deter our directors from accepting further director assignments that would rob them of the adequate time to deal with the complex and troubling problems of our company. Adoption would also deter our nomination committee from seeking new directors who would not have adequate time for effective oversight. Directors Ursula Burns (a new Exxon director in 2012) and Steven Reinemund each worked on 3 or 4 boards of large companies. Peter Brabeck-Letmathe was in a league of his own by working on 6 boards of large companies.

This proposal should also be evaluated in the context of our Company’s overall corporate governance as reported in 2012:

GMI/The Corporate Library, an independent investment research firm, had rated our company ‘D’ continuously since 2009 with ‘High Governance Risk.’ Also ‘Concern’ in director qualifications and ‘Very High Concern’ in Executive Pay – $34 million for our CEO Rex Tillerson. Our executive pay received only 49% support from shares outstanding. Mr. Tillerson ($34 million) received our highest negative votes – surpassing all our other directors.

GMI said discretionary bonuses for our highest paid executives undermined pay-for-performance. In addition, long-term incentives consisted of restricted stock – 225,000 shares or $18 million for Mr. Tillerson – that simply vested over time without job performance requirements. Equity pay given as a long-term incentive should include job performance requirements. Mr. Tillerson held $122 million in unvested restricted shares. With such high levels, GMI questioned his annual grants. Furthermore, Mr. Tillerson was given a $9 million pension increase in a single year. Plus Mr. Tillerson had $55 million in his accumulated pension. Because pension payments are not linked directly to company performance, they are difficult to justify in terms of shareholder value.

William George, who chaired our executive pay committee, was 3 rd place in negative votes. Michael Boskin, who had 16 years long-tenure, chaired our audit committee. Director independence erodes after 10 years. GMI said long-tenured directors could form relationships that may hinder their ability to provide effective oversight. A more independent perspective would be a priceless asset for our audit committee chairman.



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Samuel Palmisano, Chair, President, and CEO of IBM, continued as our Presiding or Lead Director. With such heavy responsibilities outside of his commitment to Exxon, it is questionable whether Mr. Palmisano had sufficient time to dedicate to his role at Exxon.

Please vote to protect shareholder value:

Curb Excessive Directorships – Proposal 6”

The Board recommends you vote AGAINST this proposal for the following reasons:

The Board Affairs Committee reviews requests by directors to accept a seat on any additional public company board and refers the matter to the Board with the Committee’s recommendation whether such request should be approved.

In addition, the Board Affairs Committee reviews, at least annually, the service of all directors on the boards of other public companies with consideration of the substantial time commitment required of directors and makes such recommendations to the Board as it may deem advisable. It should be noted that Mr. Brabeck-Letmathe serves on four boards of public companies (including ExxonMobil). Also, last year all Directors received more than 95 percent of votes cast in favor of election.

The proponent also refers to the 2012 shareholder advisory vote on executive compensation on the basis of shares outstanding. This is not a meaningful approach since New Jersey law requires voting on this type of shareholder proposal to be based on shares cast FOR and AGAINST. Tallied on this basis, the Company’s 2012 Say-on-Pay vote was more than 77 percent in favor.

The Board recommends a slate of director candidates to the shareholders for election each year, and so, believes that it is in the best position to determine the balance between the appropriate number of other board memberships and commitment to ExxonMobil’s Board. Therefore, the arbitrary limits proposed by the proponent are not necessary.


This proposal was submitted by the United Steelworkers, Five Gateway Center, Pittsburgh, PA 15222.

Whereas, corporate lobbying exposes our company to risks that could affect the company’s stated goals, objectives, and ultimately shareholder value, and

Whereas , we rely on the information provided by our company to evaluate goals and objectives, and we, therefore, have a strong interest in full disclosure of our company’s lobbying to assess whether our company’s lobbying is consistent with its expressed goals and in the best interests of shareholders and long-term value.

Resolved , the shareholders of Exxon Mobil Corporation (‘ExxonMobil’) request the Board authorize the preparation of a report, updated annually, disclosing:


1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.


2. Payments by ExxonMobil used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.


3. ExxonMobil’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.


4. Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.

For purposes of this proposal, a ‘grassroots lobbying communication’ is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. ‘Indirect lobbying’ is lobbying engaged in by a trade association or other organization of which ExxonMobil is a member.



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Both ‘direct and indirect lobbying’ and ‘grassroots lobbying communications’ include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees of the Board and posted on the company’s website.

Supporting Statement

As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly. Absent a system of accountability, company assets could be used for objectives contrary to ExxonMobil’s long-term interests.

ExxonMobil spent approximately $25.18 million in 2010 and 2011 on direct federal lobbying activities (Senate reports). These figures do not include lobbying expenditures to influence legislation in states. ExxonMobil lobbied at the state level with at least 286 lobbyists in 35 states between 2003 and 2011 (National Institute on Money in State Politics). ExxonMobil is listed as a member of the American Petroleum Institute (‘API’), and Rex Tillerson is a member of the Business Roundtable (‘BRT’). In 2010 and 2011, API spent more than $12 million on lobbying and BRT spend more than $23 million on lobbying. ExxonMobil does not disclose its memberships in, or payments to, trade associations, or the portions of such amounts used for lobbying.

We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.”

The Board recommends you vote AGAINST this proposal for the following reasons:

While the proponent claims that, “…corporate lobbying exposes our company to risks…,” the Company believes that the failure to engage in critical public policy developments, including communications with elected officials, would represent a far greater risk to shareholders’ interests. In our pluralistic, democratic society, public policies are optimized when multiple voices are heard in our national political discourse.

ExxonMobil, like many U.S. companies, labor unions, and other entities, engages in lobbying in the United States at both the federal and state levels to effectively explain or advocate the Company’s position when necessary. The Company’s engagement on important public policy issues ranges from support of improved educational quality in the sciences to expanded energy development and security.

The Company has an established practice for determining which public policy issues are important to ExxonMobil that includes gathering input from affected business lines and functional departments such as Law and Public and Government Affairs. Key issues and lobbying activities and expenses are reviewed at least annually by senior management and the Board of Directors. Detailed disclosures concerning internal deliberations on public policy issues could be competitively harmful, and would be of questionable utility to shareholders.

ExxonMobil complies fully with all state and federal requirements concerning lobbying activity and related disclosures. Pursuant to the federal Lobby Disclosure Act, ExxonMobil publicly reports to Congress, on a quarterly basis, its lobbying expenses, including the portion of trade association dues used for lobbying purposes and the specific issues lobbied. This information is accessible to the general public on the U.S. Senate’s website at senate.gov .

The Board believes the rigor of these requirements provides ample transparency and accountability of our lobbying activities to our shareholders and the general public. The Congress and Executive Branch are the appropriate recipients of the proponent’s specific positions on our nation’s disclosure laws, and any reforms sought.


This proposal was submitted by the John Maher Trust, c/o Zevin Asset Management, 50 Congress Street, Suite 1040, Boston, MA 02109, as lead proponent of a filing group.


Corporate political spending is a highly contentious issue, made more prominent in light of the 2010 Citizens United Supreme Court case that affirmed companies’ rights to make unlimited political expenditures to independent groups.



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Corporations contributed to the estimated $6 billion spent on the 2012 electoral cycle through direct contributions to candidates and parties, ballot referenda, 527 committees and super PACs, as well as indirectly through trade associations and 501(c)4s, which do not have to reveal their donors. For example, the US Chamber of Commerce pledged to spend $100 million during the 2012 election cycle to support candidates. According to Public Citizen, only 32% of groups broadcasting electioneering communications during the 2010 primaries revealed the donor identities in their Federal Election Commission filings.

In February 2010, 80% of those polled by ABC News/Washington Post opposed the Citizens United decision – across party lines. More recently, 80-90% of respondents in a Bannon Communications poll agreed, across party lines, with the following statements: there is ‘too much money in politics’; corporate political spending ‘drowns out the voices of average Americans’; corporations and corporate CEOs have ‘too much political power and influence’; and corporate political spending has made federal and state politics more negative and corrupt.

Political spending can backfire on reputation and bottom line. In 2010, Target and Valero received unwanted attention, consumer boycotts, and protests for their support of controversial candidates and ballot measures. Seventy-nine percent of those polled by Bannon said they would boycott a company to protest its political spending; 65% would sell stock in the company; over half would ask their employer to remove the company from their retirement account.

ExxonMobil’s affiliates, political action committee and employees have given $8.5 million to federal candidates for office since the 2002 election cycle (Center for Responsive Politics). At the state level, ExxonMobil, its subsidiaries and employees have given over $5.7 million to candidates since 2003 (Institute for Money in State Politics). An unreported amount was expended on ballot referenda, political convention host committees, trade association political spending and/or other politically oriented recipients.

A growing number of companies have discontinued political spending either directly or through third parties (Sustainable Endowments Institute).


The shareholders request that the Board of Directors study the feasibility of adopting a policy prohibiting the use of treasury funds for any direct or indirect political contributions intended to influence the outcome of an election or referendum, and report to shareholders on its findings by October 2013.


Recent academic work has highlighted the risks of corporate political spending to the broader economy (Igan, 2009), and some studies suggest it correlates negatively with shareholder value (Coates, 2012). Given the risks, potential negative impact, and questionable value of corporate political spending, we believe a prudent policy would include an end to direct political giving, and an end to indirect giving by instructing trade associations and other nonprofits not to use ExxonMobil’s contributions, dues or fees toward political ends.”

The Board recommends you vote AGAINST this proposal for the following reasons:

The Board believes that because government actions significantly impact ExxonMobil’s operations and investment opportunities in the United States and overseas, the Company should continue exercising its fundamental right and responsibility to participate fully in the political process, including through political contributions. In our pluralistic, democratic society, the political process is optimized when multiple voices are heard, including those of businesses.

ExxonMobil, like many labor unions, companies, and other entities, engages in the political process by providing financial support to pro-business candidates and political organizations, or for use in ballot measures, to help ensure a stable climate for long-term business opportunities and investments.

Our political contributions and disclosure practices are both fully permitted and in accordance with the law. In addition, corporate contributions are subject to a strict internal review process that requires approval by the Chairman and review by the Board of Directors annually. These procedures are routinely verified during internal audits of the Company’s political activities.

The Company discloses political contributions to candidates and political organizations in multiple public forums, e.g., our website, the Company’s Corporate Citizenship Report , and websites for federal and state regulatory agencies and the U.S. Congress. In addition, political contributions made by the Exxon Mobil Corporation Political



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Action Committee (PAC) are reported monthly to the Federal Election Commission and are a matter of public record at fec.gov . ExxonMobil PAC contributions to candidates are fully financed with voluntary employee and retiree contributions.


This proposal was submitted by the New York State Common Retirement Fund, 633 Third Avenue – 31st Floor, New York, NY 10017, as lead proponent of a filing group.

Whereas: Exxon Mobil Corporation does not explicitly prohibit discrimination based on sexual orientation and gender identity in its written employment policy;

Over 90% of the Fortune 500 companies have adopted written nondiscrimination policies prohibiting harassment and discrimination on the basis of sexual orientation, as have more than 95% of Fortune 100 companies, according to the Human Rights Campaign. Over 70% of the Fortune 100 and 43% of the Fortune 500 now prohibit discrimination based on gender identity or expression;

We believe that corporations that prohibit discrimination on the basis of sexual orientation and gender identity have a competitive advantage in recruiting and retaining employees from the widest talent pool;

According to an October, 2009 survey by Harris Interactive and Witeck-Combs, 44% of gay and lesbian workers in the United States reported an experience with some form of job discrimination related to sexual orientation; an earlier survey found that almost one out of every 10 gay or lesbian adults also stated that they had been fired or dismissed unfairly from a previous job, or pressured to quit a job because of their sexual orientation;

Twenty-one states, the District of Columbia and more than 160 cities and counties, have laws prohibiting employment discrimination based on sexual orientation; 16 states and the District of Columbia have laws prohibiting employment discrimination based on sexual orientation and gender identity;

Minneapolis, San Francisco, Seattle and Los Angeles have adopted legislation restricting business with companies that do not guarantee equal treatment for gay and lesbian employees;

Our company has operations in, and makes sales to institutions in states and cities that prohibit discrimination on the basis of sexual orientation;

National public opinion polls consistently find more than three quarters of the American people support equal rights in the workplace for gay men, lesbians and bisexuals; for example, in a Gallup poll conducted in May 2009, 89% of respondents favored equal opportunity in employment for gays and lesbians;

Resolved: The Shareholders request that ExxonMobil amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and gender identity and to substantially implement the policy.

Supporting Statement: Employment discrimination on the basis of sexual orientation and gender identity can diminish employee morale and productivity. Because state and local laws are inconsistent with respect to employment discrimination, our company would benefit from a consistent, corporate wide policy to enhance efforts to prevent discrimination, resolve complaints internally, and ensure a respectful and supportive atmosphere for all employees. ExxonMobil will enhance its competitive edge by joining the growing ranks of companies guaranteeing equal opportunity for all employees.”

The Board recommends you vote AGAINST this proposal for the following reasons:

ExxonMobil is committed to having a workplace that facilitates the maximum contribution from all of our employees. While there are many factors that are important to creating this type of environment, one of the most significant is having a workplace that is free from any form of harassment or discrimination.

The Board has reviewed in detail ExxonMobil’s existing global policies that prohibit all forms of discrimination, including those based on sexual orientation and gender identity, in any Company workplace, anywhere in the world. In fact, ExxonMobil’s policies go beyond the law and prohibit any form of discrimination. Based on these existing all-inclusive, zero-tolerance policies, the Board believes the proposal is unnecessary.



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The Company’s Equal Employment Opportunity (EEO) and Harassment in the Workplace policies, which are included in the Standards of Business Conduct ( Standards ), constitute just one component of our employment nondiscrimination policies. Other communication initiatives, training programs, and investigating and stewardship processes explicitly state that any form of discrimination or harassment in the workplace based on sexual orientation will not be tolerated, and more broadly, that no form of discrimination or harassment in the workplace will be tolerated. It is these elements, as a totality, that constitute ExxonMobil’s policies.

As stated in the EEO portion of the Standards , the Company administers its personnel policies, programs, and practices in a nondiscriminatory manner in all aspects of the employment relationship, including recruitment, hiring, work assignment, promotion, transfer, termination, wage and salary administration, and selection for training. ExxonMobil is a meritocracy, with programs and policies designed to employ the best people, recognize and reward superior job performance, and to create an environment in which employees can maximize their contributions and reach their full potential. A discrimination-free environment is essential to meet these objectives.

For countries in which the national laws require specific language regarding nondiscrimination based on sexual orientation or gender identity to be explicitly included in policies, we have amended our policies as appropriate.

A written statement by our Chairman regarding ExxonMobil’s commitment to nondiscrimination, including that based on sexual orientation, is widely accessible to all employees on the Company intranet, and we provide training programs for new employees and refresher courses for existing employees. The harassment training material included in our Working Together booklet includes examples and references specifically based on sexual orientation. As a part of our ongoing policy stewardship, ExxonMobil also has annual reporting and compliance procedures, which include a letter to all senior managers emphasizing their responsibilities regarding maintaining work environments free from harassment and discrimination.


This proposal was submitted by the New York City Pension Funds, One Centre Street, Room 629, New York, NY 10007 and the Park Foundation, 301 East State Street, Ithaca, NY 14850, as lead proponents of a filing group.

Whereas ,

Extracting oil and gas from shale formations using horizontal drilling and hydraulic fracturing technology has become a highly controversial public policy issue.

Leaks, spills, explosions, and adverse community impacts have led to bans and moratoria in the United States and around the globe. These include New York State, the Delaware River Basin, the Province of Quebec, and France. Certain ExxonMobil operations in Germany, for instance, have been subject to a local moratorium on drilling.

The Department of Energy’s shale advisory panel recommended in 2011 that companies ‘adopt a more visible commitment to using quantitative measures as a means of achieving best practice and demonstrating to the public that there is continuous improvement in reducing the environmental impact of shale gas production.’

Investors require detailed and comparable information about how companies are managing risks and rewards from natural gas extraction operations. A 2011 report, ‘Extracting the Facts: An Investor Guide to Disclosing Risks from Hydraulic Fracturing Operations,’ outlines best management practices and key performance indicators. Publicly supported by investors on three continents ($1.3 trillion in assets under management) and by various companies, the guide emphasizes quantitative reporting on key performance indicators.

Talisman Energy has published ‘Shale Operating Principles,’ stating ‘We will measure our progress by setting quantitative performance metrics [and] … disclose …progress via publicly available reporting.’

BG Group states it ‘will provide regular updates on … progress against the targets’ set out in its ‘Operating Principles for Unconventional Gas.’

ExxonMobil does not provide such quantitative reporting. Its Operations Integrity Management System is a generalized framework for companywide operations, but lacks criteria specific to shale energy operations. ExxonMobil’s subsidiary, XTO Energy, signed onto the ‘Appalachian Principles’ which specify what companies ‘should do’ rather than what they currently do or commit to doing.



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Resolved : Shareholders request the Board of Directors to report to shareholders by October 30, 2013, and annually thereafter, using multiple quantitative indicators, the results of company procedures and practices, above and beyond regulatory requirements, to minimize any adverse environmental and community impacts from the company’s natural gas extraction operations associated with shale formations. Such reports should be prepared at reasonable cost and omit confidential information.

Supporting Statement

Proponents suggest the reports include percentage of wells using ‘green completions’; total amount of air emissions reduced annually on a categorical and regional or site basis; percentage of drilling residuals managed in closed-loop systems; percentage of recycled water used in each regional operation; quantity of fresh water used for shale operations by region, including sources; numbers and types of community complaints or grievances, and portion open or closed; goals and systems for reducing the use of potentially harmful chemicals in fracturing fluids; and enforcement statistics, including numbers of violation notices or administrative actions alleging violations with potential to harm health or environment, and aggregate value of all penalties during the year.”

The Board recommends you vote AGAINST this proposal for the following reasons:

Through ExxonMobil’s annual Corporate Citizenship Report ( CCR ) and other means, the Company is already discussing the risks and rewards of shale extraction. We are also reporting on the results of shale gas development operations, which are included in the CCR . Most importantly, the Company is effectively assessing and managing the risks associated with such development.

ExxonMobil’s 2010 and 2011 CCRs both discuss issues surrounding natural gas production and include metrics that reflect the materiality of our operational footprint. Since 2011, information from XTO Energy is incorporated into the CCR’s reporting on air emissions, water usage and spills. Air emissions data in the CCR include emissions of volatile organic compounds, sulfur dioxide, nitrogen oxide and greenhouse gas emissions. Water usage reporting includes water use information across the Company, and information on sites that operate in areas of water scarcity. The contents of the CCR are governed by an annual process that assesses and ranks issues of importance to the Company and its stakeholders, including investors. While the CCR does not generally report metrics specific to one business line, topics ranking high in materiality are addressed.

ExxonMobil also participates in the FracFocus online registry sponsored by the Interstate Oil and Gas Compact Commission and the Groundwater Protection Council. These data include fracture fluid chemical additives and water usage on a site-by-site basis. Additionally, the commitments of the Appalachian Shale Responsible Practice Group, which XTO Energy helped draft, include a section on measurements and metrics that are being followed. ExxonMobil’s aboutnaturalgas.com website also presents information on unconventional gas development and the manner in which the associated risks are managed. The ExxonMobil Perspectives column provides a continuing discussion of natural gas issues, including reader feedback.

ExxonMobil is committed to operating in an environmentally responsible manner. Our environmental policy commits us to continuous efforts to improve environmental performance and requires our facilities to be designed, operated, and managed with the goals of preventing incidents and reducing adverse impacts. XTO Energy is now implementing ExxonMobil’s systematic and disciplined approach to safety, security, health, and environmental performance, which is managed through our Operations Integrity Management System (OIMS). OIMS is the proven system used by ExxonMobil in all its businesses to identify and manage risks.

In addition to the reporting, communication, and risk management efforts noted above, the Company’s business units engage with the relevant regulatory authorities and communities where we operate on a continual basis, as well as on a proactive basis where appropriate, and address specific concerns as they arise. We communicate regularly with local residents and officials about our operations. For example, we meet with community and elected leaders about our operations and practices; provide speakers and technical experts for community events and educational briefings; participate in local industry forums or host open houses to allow community residents to meet with our personnel and learn about our operations in their area; and post our Company name and contact information, as well as appropriate safety signage, at all operating sites. We also invest in efforts to enhance the quality of life in communities where we operate by providing grants to local organizations and school districts, participating on non-profit boards, and encouraging active employee participation in their communities.



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This proposal was submitted by the Sisters of St. Dominic of Caldwell New Jersey, 40 South Fullerton Avenue, Montclair, NJ 07042, as lead proponent of a filing group.


Increasing data reveals the negative consequences of the increase of global greenhouse gas (GHG) emissions. In 2012, 60% of the United States experienced a severe drought. The consequent increase in food prices is expected to rise as much as 4.5% next year. Superstorm Sandy wrecked devastation, including loss of life, homes, businesses, closed trading on the New York Stock Exchange, and incurred losses projected at more than $75 billion.

2011 set another record for world carbon dioxide (CO2) emissions with a 3.2 percent increase over the 2010 global estimate to 34.83 billion tons. This international increase was reflected in a net increase of 3.2 percent in ExxonMobil’s GHG emissions from operations in 2011 over 2010 (http://www.exxonmobil.com/Corporate/Files/news_pub_ccr2011.pdf).

The Carbon Disclosure Project’s ‘Carbon Action Initiative’ is supported by investors managing $10 trillion in assets. It asks the world’s largest companies to publically disclose targets to reduce carbon emissions and to implement investments in projects to realize reductions through the established CDP annual survey. CDP reports ‘High emitting companies that set absolute emissions reduction targets achieved reductions double the rate of those without targets with 10% higher firm-wide profitability.’

ExxonMobil’s ‘ 2012 Outlook for Energy: A View to 2040 ’ suggests it will make significant investments in deepwater, shale oil and fracking plays; yet all of these contribute significant GHG emissions. None of its publicized major strategies to date are low-carbon.

Although governments, including the U.S., resist taking significant steps to reduce emissions, fearing taxpayer backlash, the data above shows that, sooner or later, restrictions on carbon emissions will be necessary. Indeed, in its 2012 Annual Energy Outlook, the International Energy Agency (IEA) states, ‘No more than one-third of proven reserves of fossil fuels can be consumed prior to 2050 if the world is to achieve the 2°C goal…’ This has led economists to fear a ‘carbon bubble’ as current investments may be stranded.

Low Carbon Fuel Standards and the recent EPA Fuel Efficiency Standard requiring autos to average 54.5 MPG by 2025 demand the development of a new generation of fuels that will be economically and environmentally sustainable.

While ExxonMobil investors have requested the company to set GHG reduction goals in operations and products for six years, management has failed to do so. Creating clear-cut goals will focus management on our company’s need to significantly reduce our carbon footprint by implementing a disciplined business strategy to cut emissions from our operations and products. Investors expect ExxonMobil to take leadership in developing solutions to this global challenge as the company plays such a critical role in energy markets.

RESOLVED: Shareholders request that the Board of Directors adopt quantitative goals, based on current technologies, for reducing total greenhouse gas emissions from the Company’s products and operations; and that the Company report to shareholders by November 30, 2013, on its plans to achieve these goals. Such a report will omit proprietary information and be prepared at reasonable cost.”

The Board recommends you vote AGAINST this proposal for the following reasons:

The Board does not believe that setting absolute goals is the most effective way to manage climate risks; rather, we feel it is essential to apply ExxonMobil’s technical and management capabilities to meet growing global demand for energy efficiently and to pursue technical solutions to address greenhouse gas emissions and the risks of climate change.

Even after accounting for significant improvements in energy efficiency, projections for global energy needs (e.g., International Energy Agency, ExxonMobil’s Outlook for Energy ) indicate that absolute demand for energy from petroleum and natural gas will continue to increase for decades, supporting improved living standards for people around the world.



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In general, it requires energy to produce and process oil and gas, so increases in production volumes that are needed to meet the world’s rising need for energy will lead to increases in emissions from our operations and from end use by customers. To be accurate, goals for absolute greenhouse gas emissions would need to reflect the coincident impact of largely unforeseeable factors that influence year-to-year changes in market demand, including macroeconomic issues, weather, and responses by national oil companies. Goals that reflect this many variables would be impractical for guiding business performance.

ExxonMobil’s scientists, engineers, and management continuously seek opportunities to improve efficiency and reduce emissions from our operations and from customers’ use of our products. Expanded uses of energy-efficient technologies and less carbon-intensive energy sources are key reasons why energy demand is projected to grow at only one-fourth GDP growth from 2010 to 2040, and greenhouse gas emissions growth will be about one-half that of energy demand. The cost of energy provides a significant incentive to reduce energy use and develop energy-efficient products, as evidenced by a long history of significant improvements in energy use per unit of GDP around the world.

ExxonMobil provides extensive public disclosure on its approach to managing the risks of climate change. Information about our corporate governance, operations and product initiatives, risks and opportunities, and emissions performance is published in the Corporate Citizenship Report and in the Carbon Disclosure Project (CDP) submission posted on our website at exxonmobil.com/climate . These CDP submissions have included business-specific goals such as improving refining and chemical manufacturing energy efficiency and reducing upstream flaring.

As ExxonMobil seeks to increase production of oil and gas to meet growing global energy demand and to maintain leadership in return to shareholders, the Company will continue taking steps to improve efficiency, reduce emissions, and contribute to effective long-term solutions to manage climate risks.


Other Business

We are not currently aware of any other business to be acted on at the meeting. Under the laws of New Jersey, where ExxonMobil is incorporated, no business other than procedural matters may be raised at the meeting unless proper notice has been given to the shareholders. If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.

People with Disabilities

We can provide reasonable assistance to help you participate in the meeting if you tell us about your disability and your plans to attend. Please call or write the Secretary at least two weeks before the meeting at the telephone number, address, or fax number listed under Contact Information on page 3.

Outstanding Shares

On February 28, 2013, there were 4,470,482,850 shares of common stock outstanding. Each common share has one vote.

How We Solicit Proxies

In addition to this mailing, ExxonMobil officers and employees may solicit proxies personally, electronically, by telephone, or with additional mailings. ExxonMobil pays the costs of soliciting this proxy. We are paying D.F. King & Co. a fee of $30,000 plus expenses to help with the solicitation. We also reimburse brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions.

Shareholder Proposals for Next Year

Any shareholder proposal for the annual meeting in 2014 must be sent to the Secretary at the address or fax number of ExxonMobil’s principal executive office listed under Contact Information on page 3. The deadline for



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receipt of a proposal to be considered for inclusion in the 2014 proxy statement is 5:00 p.m., Central Time, on December 13, 2013. The deadline for notice of a proposal for which a shareholder will conduct his or her own solicitation is February 26, 2014. Upon request, the Secretary will provide instructions for submitting proposals.

Duplicate Annual Reports

Registered shareholders with multiple accounts may authorize ExxonMobil to discontinue mailing extra annual reports by marking the “discontinue annual report mailing for this account” box on the proxy card. If you vote via the Internet or by telephone, you will also have the opportunity to indicate that you wish to discontinue receiving extra annual reports. At least one account must continue to receive an annual report. Eliminating these duplicate mailings will not affect receipt of future proxy statements and proxy cards.

You may discontinue duplicate mailings by calling ExxonMobil Shareholder Services at the toll-free telephone number listed on page 4 at any time during the year. Beneficial holders should contact their banks, brokers, or other holders of record to discontinue duplicate mailings.

Shareholders with the Same Address

If you share an address with one or more ExxonMobil shareholders, you may elect to “household” your proxy mailing. This means you will receive only one set of proxy materials at that address unless one or more shareholders at that address specifically elect to receive separate mailings. Shareholders who participate in householding will continue to receive separate proxy cards. Householding will not affect dividend check mailings. We will promptly send separate proxy materials to a shareholder at a shared address on request. Shareholders with a shared address may also request us to send separate proxy materials in the future, or to send a single copy in the future, if we are currently sending multiple copies to the same address.

Requests related to householding should be made by calling ExxonMobil Shareholder Services at the telephone number listed on page 4. Beneficial shareholders should request information about householding from their banks, brokers, or other holders of record.

SEC Form 10-K

Shareholders may obtain a copy of the Corporation’s Annual Report on Form 10-K to the Securities and Exchange Commission without charge by writing to the Secretary at the address listed under Contact Information on page 3, or by visiting ExxonMobil’s website at exxonmobil.com/financialpublications .



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ExxonMobil 2013 Annual Meeting

Wednesday, May 29, 2013

9:00 a.m., Central Time

Morton H. Meyerson Symphony Center

2301 Flora Street

Dallas, Texas 75201





Free parking is available at the Hall Arts Center Parking Garage. Traffic and construction in the area may cause a delay; please allow extra time for parking.



From I-45/Hwy. 75 – Take I-35E exit (Woodall Rodgers Frwy.) to Pearl Street exit or St. Paul exit (follow frontage road east to Pearl Street), turn south and continue to Ross Avenue, turn left to the Hall Arts Center Parking Garage.



From I-35E – Take I-45/Hwy. 75 exit (Woodall Rodgers Frwy.) to Pearl Street exit, continue to Ross Avenue, turn left to the Hall Arts Center Parking Garage.



From DFW Airport – Take South exit to Hwy. 183 East (merges with I-35E), follow directions from I-35E (above).



From Love Field – Exit airport on Mockingbird Lane west to I-35E South, follow directions from I-35E (above).


LOGO   Printed entirely on recycled paper      002CSN8215   

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Electronic Voting Instructions


You may vote by Internet or telephone 24 hours a day, 7 days a week. Log in details are located in the shaded bar below.


Please vote immediately. Your vote is important.

     LOGO    Vote by Internet

Ÿ    Go to www.investorvote.com/exxonmobil or scan the QR code with your smartphone


Ÿ     Follow the steps outlined on the secure website



Vote by Telephone

Ÿ    Call  toll free at 1-800-652-VOTE (8683)

Ÿ    Outside  the U.S., Canada, and Puerto Rico, call 1-781-575-2300 through an operator and we will accept the charge


Using a  black ink   pen, mark your votes with an  as shown in

this example. Please do not write outside the designated areas.





The Directors recommend a vote FOR items 1 through 3.      The Directors recommend a vote AGAINST shareholder proposal items 4 through 11.    +

1.  Election of Directors (page 18):



  For   Withhold     For   Withhold       For   Against   Abstain
     01 - M.J. Boskin   ¨   ¨   07 – K.C. Frazier   ¨   ¨    

4.  Independent Chairman (page 63)

  ¨   ¨   ¨
     02 - P. Brabeck-Letmathe   ¨   ¨   08 – W.W. George   ¨   ¨    

5.  Majority Vote for Directors (page 64)

  ¨   ¨   ¨
     03 - U.M. Burns   ¨   ¨   09 – S.J. Palmisano   ¨   ¨    

6.  Limit Directorships (page 65)

  ¨   ¨   ¨
     04 - L.R. Faulkner   ¨   ¨   10 – S.S Reinemund   ¨   ¨    

7.  Report on Lobbying (page 66)

  ¨   ¨   ¨
     05 - J.S. Fishman   ¨   ¨   11 – R.W. Tillerson   ¨   ¨    

8.  Political Contributions Policy (page 67)

  ¨   ¨   ¨
     06 - H.H. Fore   ¨   ¨   12 – W.C. Weldon   ¨   ¨    

9.  Amendment of EEO Policy (page 69)

  ¨   ¨   ¨
      13 – E.E. Whitacre, Jr.   ¨   ¨    

10.  Report on Natural Gas Production (page70)

  ¨   ¨   ¨
      For             Against   Abstain    

11.  Greenhouse Gas Emissions Goals (page 72)

  ¨   ¨   ¨

2.  Ratification of Independent Auditors (page 60)

  ¨             ¨   ¨          

3.  Advisory Vote to Approve Executive Compensation (page 61)

  ¨             ¨   ¨          

Please sign on the reverse side if voting by mail.



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c/o Computershare Investor Services

P.O. Box 43105

Providence, RI 02940-5076


2013 Annual Meeting of Shareholders

Admission Ticket


TIME:                      Wednesday, May 29, 2013

9:00 a.m., Central Time


PLACE:                  Morton H. Meyerson Symphony

2301 Flora Street

Dallas, Texas 75201


AUDIOCAST:        Live on the Internet  at

Instructions appear on the
website one week prior to
the event.


ADMISSION:         This ticket will admit  shareholder.
Ticket for one guest can be
requested at Admissions desk at the
annual meeting. Valid admission
ticket and government-issued picture
identification are required for
shareholder and guest.



- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -  - - - - - - - - - - - - - - - - - - - - - -




Solicited by the Board of Directors


The undersigned hereby appoints, and instructs the appropriate account trustee(s), if any, to appoint, M.J. Boskin, W.W. George, S.J. Palmisano, S.S Reinemund, and R.W. Tillerson, or each or any of them, with power of substitution, proxies to act and vote shares of common stock of the undersigned at the 2013 annual meeting of shareholders of Exxon Mobil Corporation and at any adjournments thereof, as indicated, upon all matters referred to on the reverse side and described in the proxy statement for the meeting and, at their discretion, upon any other matters that may properly come before the meeting.

This proxy covers shares of ExxonMobil common stock registered in the name of the undersigned (whether certificated or book-entry) and shares held in the name of the undersigned in the Computershare Investment Plan. This card also provides voting instructions to the applicable trustees for any shares held in the name of the undersigned in the ExxonMobil Savings Plan and/or a Computershare Investment Plan IRA.

If no other indication is made on the reverse side of this form, the proxies/trustees shall vote: (a) for the election of the director nominees; and, (b) in accordance with the recommendations of the Board of Directors on the other matters referred to on the reverse side.


  Annual Report Mailing   Change of Address — Please print your new address below.     Comments — Please print your comments below.



  Mark box with an X to discontinue annual report mailing for this account.          


  C     AUTHORIZED SIGNATURES — This section must be completed for your vote to be counted. Date and Sign


Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.


Signature 1 — Please keep signature within the box.


Signature 2 — Please keep signature within the box.

/                  /