Imperial Oil (IMO) investors back board slate and reappoint auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Imperial Oil Limited reported the results of its annual shareholder meeting held on May 4, 2026. All seven nominated directors were elected to serve until the next annual meeting, with each receiving a strong majority of votes cast.
Shareholder participation was high, with 448,035,687 shares represented, equal to 92.65 percent of outstanding common shares. Support levels for individual nominees ranged from 409,772,988 to 441,335,843 shares voted in favour. PricewaterhouseCoopers LLP was also reappointed as the company’s auditor, receiving 437,529,788 shares voted for and 10,505,899 shares withheld.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.07, 7.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented: 448,035,687 shares
Turnout percentage: 92.65 percent
Highest director for-vote: 441,335,843 shares
+4 more
7 metrics
Shares represented
448,035,687 shares
Represented at annual meeting; 92.65 percent of outstanding common shares
Turnout percentage
92.65 percent
Portion of outstanding common shares represented at the meeting
Highest director for-vote
441,335,843 shares
Shares voted for nominee S.R. Driscoll
Lowest director for-vote
409,772,988 shares
Shares voted for nominee M.C. Hubbs
Largest against vote
34,379,391 shares
Shares voted against nominee M.C. Hubbs
Auditor for-vote
437,529,788 shares
Shares voted for reappointment of PricewaterhouseCoopers LLP
Auditor withheld votes
10,505,899 shares
Shares withheld on vote to reappoint PricewaterhouseCoopers LLP
Key Terms
annual meeting of shareholders, Regulation FD Disclosure, management proxy circular, withheld, +1 more
5 terms
Regulation FD Disclosure regulatory
"Item 7.01 | Regulation FD Disclosure On May 4, 2026, Imperial Oil Limited..."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
management proxy circular regulatory
"listed in its management proxy circular dated March 13, 2026 were elected as directors."
A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.
withheld financial
"PricewaterhouseCoopers LLP was reappointed as the auditor... 10,505,899 shares withheld."
exhibit regulatory
"A copy of the press release is attached as Exhibit 99.1 to this report."
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): | ||||||||
___________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant's telephone number, including area code: | 1- | |||||||||||||||||||
____________________________________________________________________
(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):
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 5.07 | Submission of Matters to a Vote of Security Holders | |||||||||||||
At the annual meeting of shareholders on May 4, 2026, each of the seven nominees proposed as directors of Imperial Oil Limited (the “Company”) were elected to hold office until the close of the next annual meeting. The votes for the directors were: T.T. Bryja 437,918,186 shares for and 6,234,192 shares against, S.R. Driscoll 441,335,843 shares for and 2,816,535 shares against, J.N. Floren 434,436,089 shares for and 9,716,290 shares against, G.J. Goldberg 437,487,501 shares for and 6,664,878 shares against, N.A. Hansen 432,855,020 shares for and 11,297,359 shares against, M.C. Hubbs 409,772,988 shares for and 34,379,391 shares against, and J.R. Whelan 434,445,453 shares for and 9,706,926 shares against. At the same annual meeting of shareholders, PricewaterhouseCoopers LLP was reappointed as the auditor of the Company by a vote of 437,529,788 shares for and 10,505,899 shares withheld. | ||||||||||||||
| Item 7.01 | Regulation FD Disclosure | |||||||||||||
| On May 4, 2026, Imperial Oil Limited (the “Company”) by means of a press release announced the voting results for the election of directors displayed in accordance with Canadian requirements. A copy of the press 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 May 4, 2026 announcing the voting results for the election of directors in accordance with Canadian requirements. | |||||||||||||
| 104 | 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: May 4, 2026
| 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 | ||||||||||
 |  | |||||||||||||
Exhibit 99.1 | ||||||||||||||
Imperial reports voting results for election of directors
Calgary, AB – May 4, 2026 – Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced at its annual meeting of shareholders held on May 4, 2026, that each of the seven nominees proposed as directors of the company and listed in its management proxy circular dated March 13, 2026 were elected as directors. A total of 448,035,687 shares (92.65 percent of outstanding common shares) were represented in person or by proxy. The shares represented at the meeting that were voted to elect the individual directors are set out below:
| Nominee: | For: | Against: | ||||||
| T.T. (Tanya) Bryja | 437,918,186 | 6,234,192 | ||||||
| S.R. (Sharon) Driscoll | 441,335,843 | 2,816,535 | ||||||
| J.N. (John) Floren | 434,436,089 | 9,716,290 | ||||||
| G.J. (Gary) Goldberg | 437,487,501 | 6,664,878 | ||||||
| N.A. (Neil) Hansen | 432,855,020 | 11,297,359 | ||||||
| M.C. (Miranda) Hubbs | 409,772,988 | 34,379,391 | ||||||
| J.R. (John) Whelan | 434,445,453 | 9,706,926 | ||||||
| -30- | ||||||||||||||
For further information: | ||||||||
Investor relations | Media relations | |||||||
| (587) 962-4401 | (587) 476-7010 | |||||||
Source: Imperial
After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
imperialoil.ca ∙ youtube.com/ImperialOil ∙ x.com/ImperialOil ∙ linkedin.com/company/Imperial-Oil ∙ facebook.com/ImperialOilLimited
FAQ
What did Imperial Oil (IMO) announce from its May 4, 2026 annual meeting?
Imperial Oil reported that all seven nominated directors were elected at its May 4, 2026 annual meeting. The company also confirmed strong shareholder turnout and the reappointment of PricewaterhouseCoopers LLP as auditor based on the votes cast at the meeting.
Were all Imperial Oil (IMO) director nominees elected in 2026 and how strong was support?
All seven Imperial Oil director nominees were elected in 2026 with clear majorities. Votes in favour ranged from 409,772,988 to 441,335,843 shares, while against votes ranged from 2,816,535 to 34,379,391, showing generally strong shareholder backing for the board slate.
How were the Imperial Oil (IMO) voting results communicated to investors?
Imperial Oil communicated the voting results through a press release issued on May 4, 2026. The company furnished this release as Exhibit 99.1 in a Form 8-K, highlighting director election outcomes and compliance with Canadian disclosure requirements for shareholder meeting results.