Shareholder Vote

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 31, 2023   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.)   5959 Las Colinas Boulevard , Irving , Texas 75039-2298 (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 0.142% Notes due 2024 XOM24B 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 on May 31, 2023. At the meeting, the matters set forth below were submitted for a vote of security holders. As of the close of business on April 5, 2023, which was the record date for the Annual Meeting, 4,042,380,243 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 Inspector of Election. Based on the results, at least 3,359,371,543 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 83.1% 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. 2 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 2,587,975,707  96.4  % 95,149,469  3.6  % 11,384,201  664,860,161  Susan K. Avery 2,505,077,329  93.3  % 179,632,955  6.7  % 9,772,829  664,860,161  Angela F. Braly 2,590,266,361  96.5  % 94,100,769  3.5  % 10,142,325  664,860,161  Gregory J. Goff 2,639,877,914  98.6  % 38,686,483  1.4  % 15,943,248  664,860,161  John D. Harris II 2,638,407,196  98.3  % 45,087,828  1.7  % 11,014,328  664,860,161  Kaisa H. Hietala 2,633,689,634  98.4  % 44,045,067  1.6  % 16,775,281  664,860,161  Joseph L. Hooley 2,441,699,658  91.0  % 242,842,035  9.0  % 9,966,548  664,860,161  Steven A. Kandarian 2,577,295,266  96.0  % 106,779,689  4.0  % 10,432,853  664,860,161  Alexander A. Karsner 2,589,852,813  96.5  % 94,590,674  3.5  % 10,065,895  664,860,161  Lawrence W. Kellner 2,648,325,160  98.7  % 35,958,718  1.3  % 10,223,876  664,860,161  Jeffrey W. Ubben 2,611,172,785  97.3  % 73,101,922  2.7  % 10,236,640  664,860,161  Darren W. Woods 2,488,149,233  92.7  % 194,882,302  7.3  % 11,479,847  664,860,161  The shareholders voted as set forth below on three management proposals: Proposal 2 – Ratification of Independent Auditors: Votes Cast For: 3,258,039,761 97.3  % Votes Cast Against: 89,788,338 2.7  % Abstentions: 11,533,621 Broker Non-Votes: 0 Proposal 3 – Advisory Vote to Approve Executive Compensation: Votes Cast For: 2,420,413,653 90.5  % Votes Cast Against: 252,837,657 9.5  % Abstentions: 21,259,179 Broker Non-Votes: 664,860,161 Proposal 4 – Frequency of Advisory Vote on Executive Compensation: Votes Cast for One-Year Frequency: 2,596,422,541 96.8  % Votes Cast for Two-Years Frequency: 15,162,464 0.6  % Votes Cast for Three-Years Frequency: 70,299,529 2.6  % Abstentions: 12,602,789 Broker Non-Votes: 664,860,161 3 The shareholders voted as set forth below on twelve shareholder proposals: Proposal 5 – Establish a New Board Committee on Decarbonization Risk: Votes Cast For: 42,112,064 1.6  % Votes Cast Against: 2,619,589,881 98.4  % Abstentions: 32,794,986 Broker Non-Votes: 664,860,161 Proposal 6 – Reduce Executive Stock Holding Period: Votes Cast For: 59,057,803 2.2  % Votes Cast Against: 2,613,384,161 97.8  % Abstentions: 22,054,060 Broker Non-Votes: 664,860,161 Proposal 7 – Additional Carbon Capture and Storage and Emissions Report: Votes Cast For: 139,021,302 5.2  % Votes Cast Against: 2,518,807,411 94.8  % Abstentions: 36,673,708 Broker Non-Votes: 664,860,161 Proposal 8 – Additional Direct Methane Measurement: Votes Cast For: 958,227,195 36.4  % Votes Cast Against: 1,676,242,946 63.6  % Abstentions: 60,034,896 Broker Non-Votes: 664,860,161 Proposal 9 – Establish a Scope 3 Target and Reduce Hydrocarbon Sales: Votes Cast For: 276,423,317 10.5  % Votes Cast Against: 2,360,707,483 89.5  % Abstentions: 57,369,380 Broker Non-Votes: 664,860,161 Proposal 10 – Additional Report on Worst-case Spill and Response Plans: Votes Cast For: 352,537,165 13.3  % Votes Cast Against: 2,299,323,588 86.7  % Abstentions: 42,643,451 Broker Non-Votes: 664,860,161 Proposal 11 – GHG Reporting on Adjusted Basis: Votes Cast For: 458,064,994 18.4  % Votes Cast Against: 2,033,618,239 81.6  % Abstentions: 202,826,612 Broker Non-Votes: 664,860,161 4 Proposal 12 – Report on Asset Retirement Obligations Under IEA NZE Scenario: Votes Cast For: 423,834,375 16.0  % Votes Cast Against: 2,228,985,165 84.0  % Abstentions: 41,680,450 Broker Non-Votes: 664,860,161 Proposal 13 – Report on Plastics Under SCS Scenario: Votes Cast For: 652,393,808 25.3  % Votes Cast Against: 1,923,852,323 74.7  % Abstentions: 118,264,289 Broker Non-Votes: 664,860,161 Proposal 14 – Litigation Disclosure Beyond Legal and Accounting Requirements: Votes Cast For: 240,316,289 9.1  % Votes Cast Against: 2,411,576,628 90.9  % Abstentions: 42,616,382 Broker Non-Votes: 664,860,161 Proposal 15 – Tax Reporting Beyond Legal Requirements: Votes Cast For: 362,470,349 13.6  % Votes Cast Against: 2,307,000,846 86.4  % Abstentions: 25,027,242 Broker Non-Votes: 664,860,161 Proposal 16 – Energy Transition Social Impact Report: Votes Cast For: 413,922,890 16.6  % Votes Cast Against: 2,083,626,409 83.4  % Abstentions: 196,961,122 Broker Non-Votes: 664,860,161 (d) ExxonMobil will include an advisory vote on executive compensation in our proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives. 5 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: June 6, 2023 By: /s/ LEN M. FOX     Len M. Fox     Vice President and Controller (Principal Accounting Officer) 6