Exxon Mobil (XOM) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, will be held virtually to enhance accessibility and participation for shareholders worldwide.

• Key agenda items include election of directors, ratification of auditors, advisory vote on executive compensation, approval of redomiciliation from New Jersey to Texas, and shareholder proposals.

• Shareholders of record as of April 1, 2026, are eligible to vote; voting can be done online, by phone, mail, or during the virtual meeting.

• For each retail shareholder account that votes, a $1 donation will be made to Khan Academy.

Voting matters and shareholder proposals

• Board recommends voting FOR all director nominees, ratification of PricewaterhouseCoopers LLP as independent auditors, approval of executive compensation, and the Texas redomiciliation.

• Board recommends voting AGAINST two shareholder proposals: one requiring an independent chair and another to modify the Voluntary Retail Voting Program.

• The independent chair proposal has been defeated 16 times since 2000; Board argues current structure provides effective oversight.

• The proposal to modify the retail voting program is deemed unworkable and inconsistent with state law and Board fiduciary duties.

Board of directors and corporate governance

• 12 of 13 directors are independent; all committee members are independent.

• Board composition reflects diversity: 38% demographic, 31% gender, 15% racial/ethnic.

• Nearly 70% of directors joined since 2021; average independent director tenure is 4.6 years.

• Board committees include Audit, Compensation, Nominating and Governance, Finance, and Environment, Safety and Public Policy.

• Lead Independent Director has defined authorities, including chairing executive sessions and leading annual Board evaluations.