Imperial Oil (NYSE: IMO) refreshes board roles and leadership changes

Rhea-AI Filing Summary

Imperial Oil Limited reported several board changes. The board appointed T.T. (Tanya) Bryja, senior vice-president, energy products at ExxonMobil Product Solutions Company, as a director effective September 16, 2025. Because she is employed by Exxon Mobil Corporation, she will not receive separate director compensation and will serve on the executive resources, finance, nominations and corporate governance, and safety and sustainability committees.

The company also stated that D.W. (David) Cornhill will not stand for re-election at the 2026 annual meeting after reaching the mandatory retirement age and will resign as lead director on October 1, 2025, though he will remain an independent director until that meeting. The independent directors have selected M.C. (Miranda) Hubbs as successor lead director effective October 1, 2025, with annual lead director compensation of $45,000.

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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): September 17, 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.

Imperial Oil Limited announced today that, following the recommendation of the company’s nominations and corporate governance committee, on September 16, 2025 the board of directors appointed T.T. (Tanya) Bryja as director of the company effective September 16, 2025. Ms. Bryja is senior vice-president, energy products at ExxonMobil Product Solutions Company, a division of Exxon Mobil Corporation. As Ms. Bryja is employed by Exxon Mobil Corporation, she will not receive compensation for acting as a director of the company. Ms. Bryja will be a member of the board’s executive resources committee, finance committee, nominations and corporate governance committee, and safety and sustainability committee.

The company has further announced that D.W. (David) Cornhill will not be standing for re-election as director at Imperial Oil Limited’s 2026 annual meeting as he has reached the company’s mandatory retirement age, and that he is resigning as lead director as of October 1, 2025. Mr. Cornhill intends to continue to serve as an independent director until his retirement at the conclusion of the company’s 2026 annual meeting.

The company’s independent directors have selected M.C. (Miranda) Hubbs as successor lead director effective as of October 1, 2025. Ms. Hubbs’ compensation for acting as lead director will be $45,000 per year, being the compensation previously established by the board for acting as lead director.

A copy of the company’s news release is attached as Exhibit 99.1 to this report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is furnished as part of this report on Form 8-K:

99.1

News release of the company on September 17, 2025 announcing the appointment of T.T. (Tanya) Bryja as director, the retirement of D.W. (David) Cornhill at the conclusion of the 2026 annual meeting, the resignation of D.W. (David) Cornhill as lead director and the selection of M.C. (Miranda) Hubbs as successor lead director.

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

    

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: September 17, 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

FAQ

What board changes did Imperial Oil (IMO) announce in this filing?

Imperial Oil announced the appointment of T.T. (Tanya) Bryja as a new director, the planned retirement of D.W. (David) Cornhill at the conclusion of the 2026 annual meeting, his resignation as lead director effective October 1, 2025, and the selection of M.C. (Miranda) Hubbs as successor lead director starting that same date.

Who is the new director appointed to Imperial Oils board?

The board appointed T.T. (Tanya) Bryja as a director effective September 16, 2025. She is senior vice-president, energy products at ExxonMobil Product Solutions Company, a division of Exxon Mobil Corporation.

Will Tanya Bryja receive compensation for serving on Imperial Oils board?

No. The disclosure states that because Tanya Bryja is employed by Exxon Mobil Corporation, she will not receive compensation for acting as a director of Imperial Oil.

Which board committees will Tanya Bryja serve on at Imperial Oil (IMO)?

Tanya Bryja will serve on the boards executive resources committee, finance committee, nominations and corporate governance committee, and safety and sustainability committee.

When will David Cornhill retire from the Imperial Oil board?

D.W. (David) Cornhill plans to retire at the conclusion of Imperial Oils 2026 annual meeting, having reached the companys mandatory retirement age. He will resign as lead director effective October 1, 2025 but remain an independent director until that retirement.

Who will be Imperial Oils new lead director and what is the compensation?

The independent directors selected M.C. (Miranda) Hubbs as successor lead director effective October 1, 2025. Her compensation for acting as lead director will be $45,000 per year, which is the level previously established by the board for the lead director role.

What exhibit is attached to Imperial Oils 8-K related to these board changes?

The report includes as Exhibit 99.1 a news release dated September 17, 2025 announcing the appointment of Tanya Bryja as director, the planned retirement of David Cornhill, his resignation as lead director, and the selection of Miranda Hubbs as successor lead director.