ExxonMobil (XOM) investors back board, redomiciliation and pay, reject chair change

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Exxon Mobil Corporation reported the results of its Annual Meeting of Shareholders held on May 27, 2026. Shareholders representing 3,636,885,465 shares, or 87.8% of shares entitled to vote, were present in person or by proxy, providing a strong quorum.

All twelve board nominees were elected, each receiving at least 96.2% of votes cast. Shareholders ratified the independent auditors with 96.4% support and approved the advisory vote on executive compensation with 92.9% support, indicating broad backing for the company’s leadership and pay programs.

Shareholders also approved the proposal for Texas redomiciliation with 71.2% of votes cast. Proposals for an independent board chair and for changes to the voluntary retail voting program were not approved, receiving 15.2% and 23.5% support, respectively.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares entitled to vote: 4,144,455,560 shares Shares voted / quorum: 3,636,885,465 shares (87.8%) Auditor ratification support: 3,493,776,585 votes (96.4%) +4 more

7 metrics

Shares entitled to vote 4,144,455,560 shares Common stock outstanding and entitled to vote as of April 1, 2026

Shares voted / quorum 3,636,885,465 shares (87.8%) Shares voted in person or by proxy at the Annual Meeting

Auditor ratification support 3,493,776,585 votes (96.4%) Votes cast for ratification of independent auditors

Say-on-pay support 2,906,869,914 votes (92.9%) Votes cast for advisory approval of executive compensation

Texas redomiciliation support 2,216,403,048 votes (71.2%) Votes cast for Texas redomiciliation proposal

Independent chair support 475,238,535 votes (15.2%) Votes cast for independent chair shareholder proposal

Retail voting proposal support 709,666,879 votes (23.5%) Votes cast for changes to voluntary retail voting program

Key Terms

Broker Non-Votes, Advisory Vote to Approve Executive Compensation, Texas Redomiciliation, Independent Chair, +1 more

5 terms

Broker Non-Votes financial

"Abstentions and Broker Non-Votes, for each nominee are set forth below."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Advisory Vote to Approve Executive Compensation financial

"Proposal 3 – Advisory Vote to Approve Executive Compensation Votes Cast For:"

Texas Redomiciliation financial

"Proposal 4 – Texas Redomiciliation Votes Cast For:"

Independent Chair financial

"Proposal 5 – Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions"

Voluntary Retail Voting Program financial

"Proposal requesting Company to modify its Voluntary Retail Voting Program to provide multiple options"

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Understanding 8-K Material Events →

05/29/2026 - 03:37 PM

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): May 27, 2026

Exxon Mobil Corporation

(Exact name of registrant as specified in its charter)


New Jersey	1-2256	13-5409005
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

22777 Springwoods Village Parkway, Spring, Texas 77389-1425

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 940-6000


(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:

☐ 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:


		Name of Each Exchange
Title of Each Class	Trading Symbol	on Which Registered
Common Stock, without par value	XOM	New York Stock Exchange
0.524% Notes due 2028	XOM28	New York Stock Exchange
0.835% Notes due 2032	XOM32	New York Stock Exchange
1.408% Notes due 2039	XOM39A	New York Stock Exchange

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.

(a), (b)

Exxon Mobil Corporation (the “Company,” “ExxonMobil,” “we,” or “our”) held its Annual Meeting of Shareholders (“Annual Meeting”) on May 27, 2026. At the meeting, the matters set forth below were submitted for a vote of security holders.

As of the close of business on April 1, 2026, which was the record date for the Annual Meeting, 4,144,455,560 shares of ExxonMobil common stock, without par value (“Common Stock”), were outstanding and entitled to vote.

Set forth below are the proposals voted upon at the Annual Meeting, and the final vote tabulation that certified the voting results as received from the Inspectors of Election. Based on the results, at least 3,636,885,465 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 87.8% percent of the shares entitled to be voted. Percentages are based on the total votes cast. Under the corporate law of New Jersey, where we are incorporated, abstentions are not counted as votes cast.

The final voting results for the proposals presented at the Annual Meeting were as follows:


Proposal 1 – Election of Directors

The shareholders elected each of the Board’s twelve director nominees. The votes For and Against, as well as Abstentions and Broker Non-Votes, for each nominee are set forth below.


Nominees	Votes For	% For		Votes Against	% Against		Abstentions	Broker Non-Votes
Michael J. Angelakis	3,074,076,666	97.8	%	67,623,299	2.2	%	15,537,164	479,646,841
Angela F. Braly	3,024,079,431	96.2	%	118,776,963	3.8	%	14,376,475	479,646,841
Maria S. Dreyfus	3,071,904,445	97.8	%	70,601,471	2.2	%	14,705,973	479,646,841
Gregory C. Garland	3,099,884,115	98.7	%	42,217,555	1.3	%	15,136,904	479,646,841
John D. Harris II	3,072,696,510	97.8	%	68,799,913	2.2	%	15,732,103	479,646,841
Kaisa H. Hietala	3,081,391,733	98.1	%	59,798,823	1.9	%	16,044,739	479,646,841
Joseph L. Hooley	3,078,663,394	98.0	%	62,271,457	2.0	%	16,300,271	479,646,841
Steven A. Kandarian	3,096,410,868	98.6	%	44,747,541	1.4	%	16,070,214	479,646,841
Alexander A. Karsner	3,083,932,381	98.2	%	56,704,731	1.8	%	16,597,809	479,646,841
Lawrence W. Kellner	3,044,415,503	96.9	%	96,951,559	3.1	%	15,871,511	479,646,841
Dina Powell McCormick	3,089,312,715	98.4	%	51,042,599	1.6	%	16,869,698	479,646,841
Darren W. Woods	3,023,121,683	96.2	%	119,867,001	3.8	%	14,248,470	479,646,841

The shareholders voted as set forth below on two management proposals:


Proposal 2 – Ratification of Independent Auditors:
	Votes Cast For:	3,493,776,585	96.4	%
	Votes Cast Against:	130,902,587	3.6	%
	Abstentions:	12,204,753
	Broker Non-Votes:	0

Proposal 3 – Advisory Vote to Approve Executive Compensation:
	Votes Cast For:	2,906,869,914	92.9	%
	Votes Cast Against:	222,967,504	7.1	%
	Abstentions:	27,391,137
	Broker Non-Votes:	479,646,841

Proposal 4 – Texas Redomiciliation:
	Votes Cast For:	2,216,403,048	71.2	%
	Votes Cast Against:	896,852,562	28.8	%
	Abstentions:	30,111,060
	Broker Non-Votes:	493,518,532

Proposal 5 – Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000:
	Votes Cast For:	475,238,535	15.2	%
	Votes Cast Against:	2,644,936,703	84.8	%
	Abstentions:	37,017,564
	Broker Non-Votes:	479,646,841

Proposal 6 – Proposal requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board’s recommendations:
	Votes Cast For:	709,666,879	23.5	%
	Votes Cast Against:	2,304,505,127	76.5	%
	Abstentions:	143,045,579
	Broker Non-Votes:	479,646,841

SIGNATURE

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.


	EXXON MOBIL CORPORATION


Date: May 29, 2026	By:	/s/ LEN M. FOX
		Len M. Fox
		Vice President, Controller and Tax
		(Principal Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

How many Exxon Mobil (XOM) shares were eligible and voted at the 2026 annual meeting?

4,144,455,560 Exxon Mobil shares were outstanding and entitled to vote as of April 1, 2026. At least 3,636,885,465 shares were voted in person or by proxy, representing 87.8% of the shares entitled to vote at the meeting.

Did Exxon Mobil (XOM) shareholders re-elect all director nominees in 2026?

Yes, shareholders elected all twelve Exxon Mobil director nominees. Each nominee received at least 96.2% of votes cast in favor, with individual support levels ranging from 96.2% to 98.7%, indicating strong shareholder backing for the existing board slate.

How did Exxon Mobil (XOM) shareholders vote on executive compensation in 2026?

Exxon Mobil shareholders approved the advisory vote on executive compensation. The proposal received 2,906,869,914 votes for, equal to 92.9% of votes cast, and 222,967,504 votes against, equal to 7.1%, with additional abstentions and broker non-votes recorded.

What was the shareholder outcome on Exxon Mobil’s Texas redomiciliation proposal?

Shareholders approved Exxon Mobil’s Texas redomiciliation proposal. It received 2,216,403,048 votes for, representing 71.2% of votes cast, and 896,852,562 votes against, representing 28.8%, along with additional abstentions and broker non-votes reported in the results.

Did Exxon Mobil (XOM) shareholders support creating an independent board chair in 2026?

No, the independent chair proposal did not pass. It received 475,238,535 votes for, or 15.2% of votes cast, and 2,644,936,703 votes against, or 84.8%, with additional abstentions and broker non-votes also recorded in the tabulation.

How did Exxon Mobil shareholders vote on changes to the voluntary retail voting program?

Shareholders did not approve the proposal to modify Exxon Mobil’s voluntary retail voting program. It received 709,666,879 votes for, or 23.5% of votes cast, and 2,304,505,127 votes against, or 76.5%, plus abstentions and broker non-votes noted in the results.

Was Exxon Mobil’s independent auditor ratified at the 2026 annual meeting?

Yes, shareholders ratified Exxon Mobil’s independent auditors. The ratification proposal received 3,493,776,585 votes cast for, equal to 96.4% support, and 130,902,587 votes cast against, equal to 3.6%, along with 12,204,753 abstentions and no broker non-votes reported.

Filing Exhibits & Attachments

4 documents