Imperial Oil details new CEO John Whelan’s bonus and RSU grant

Rhea-AI Filing Summary

Imperial Oil Limited (IMO) filed an amended report to add specific compensation details for incoming leader J.R. (John) Whelan. In connection with his appointment as president effective April 1, 2025 and his additional roles as chairman and chief executive officer effective at the conclusion of the May 8, 2025 annual meeting, Whelan received a cash bonus of $1,328,537 on November 25, 2025, payable December 4, 2025, and a grant of 95,400 restricted stock units. The rest of the previously disclosed leadership transition, including the planned retirement of current chairman, president and CEO B.W. (Brad) Corson, remains unchanged.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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Accepted by SEC EDGAR 11/26/2025 - 04:19 PM Learn about SEC filing dates

FAQ

What did Imperial Oil (IMO) disclose in this Form 8-K/A amendment?

Imperial Oil filed an amended current report to add details of a $1,328,537 cash bonus and 95,400 restricted stock units awarded to J.R. (John) Whelan in connection with his upcoming leadership roles.

What compensation is Imperial Oils incoming CEO John Whelan receiving?

John Whelan was awarded a $1,328,537 cash bonus on November 25, 2025, payable December 4, 2025, and was granted 95,400 restricted stock units, with terms described in the companys March 17, 2025 management proxy circular.

When will John Whelan become president, CEO and chairman of Imperial Oil (IMO)?

John Whelan will become president effective April 1, 2025 and, following the May 8, 2025 annual meeting, will assume the roles of chief executive officer and, if elected as a director, chairman of the board.

What is Brad Corsons status at Imperial Oil according to this filing?

B.W. (Brad) Corson announced his intention to retire at the conclusion of the May 8, 2025 annual meeting. He is resigning as president effective April 1, 2025 and as chairman and chief executive officer at the end of that meeting.

What is John Whelans salary and background at Imperial Oil and ExxonMobil?

In connection with his appointments, Whelans annual salary is set at CAD $671,460. He is 59 and currently senior vice-president, conventional and heavy oil of ExxonMobil Upstream Company, and previously held senior upstream roles at Imperial Oil and Exxon Mobil Corporation.

Where can investors find more details on John Whelans qualifications for Imperial Oils board?

Additional information on Whelans experience, qualifications and skills is provided in a February 13, 2025 press release issued by Imperial Oil, which is incorporated by reference as Exhibit 99.1.

FALSE000004993800000499382025-02-132025-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment)

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 13, 2025

IMPERIAL OIL LIMITED

___________________________________________________________________

(Exact name of registrant as specified in its charter)

Canada

0-12014

98-0017682

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

505 Quarry Park Boulevard S.E., Calgary, Alberta

T2C 5N1

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 1-800-567-3776

____________________________________________________________________

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol			Name of each exchange on which registered
None						None

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.
This Amendment to the registrant’s Current Report on Form 8-K filed on February 13, 2025 is being filed pursuant to Instruction 2 to Item 5.02 to add the following information regarding bonus and restricted stock unit grant:
(c)						In connection with the appointment of J.R. (John) Whelan as president effective April 1, 2025 and the assumption of the additional roles of chairman and chief executive officer on May 8, 2025, on November 25, 2025 Mr. Whelan was awarded a cash bonus of $1,328,537 payable on December 4, 2025 and was granted 95,400 restricted stock units, the terms of which are described in the company’s most recent management proxy circular dated March 17, 2025.
The remainder of the information contained in the original filing as set forth below remains unchanged.
(b)(c)						On February 12, 2025, B.W. (Brad) Corson announced his intention to retire at the conclusion of the annual meeting of shareholders on May 8, 2025 (the “2025 Annual Meeting”). Mr. Corson has resigned from his position as president effective April 1, 2025, and he has resigned from the chairman and chief executive officer positions effective at the conclusion of the 2025 Annual Meeting. The Imperial Oil Limited board of directors is nominating J.R. (John) Whelan for election as a director of the company at the 2025 Annual Meeting. Additionally, on February 12, 2025, the board appointed Mr. Whelan (i) as president of the company effective April 1, 2025, (ii) as chief executive officer of the company effective at the conclusion of the 2025 Annual Meeting, and (iii) provided that he is elected as a director at the 2025 Annual Meeting, as chairman of the board effective at the conclusion of such meeting. In connection with such appointments, Mr. Whelan’s annual salary has been determined to be CAD $671,460. Information in respect of other components of Mr. Whelan’s compensation for 2025, including any grants of restricted stock units, has not been determined at the time of filing. Mr. Whelan, 59, is currently senior vice-president, conventional and heavy oil of ExxonMobil Upstream Company, a division of Exxon Mobil Corporation (affiliate), and has held that position since 2022. Mr. Whelan was vice-president of heavy oil, Exxon Mobil Corporation from 2020 to 2022, and senior vice-president of Imperial’s upstream from 2017 to 2020. Additional information about Mr. Whelan’s experience, qualifications and skills that led the board to conclude that he should be nominated as a director is provided in the press release issued by Imperial on February 13, 2025, attached hereto as Exhibit 99.1 and incorporated herein by reference.

    

SIGNATURES

    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.

IMPERIAL OIL LIMITED

Date: November 26, 2025    

			By:			/s/ Ian Laing
			Name:			Ian Laing
			Title:			Vice-president, general counsel and corporate secretary
			By:			/s/ Cathryn Walker
			Name:			Cathryn Walker
			Title:			Assistant corporate secretary