SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Exxon Mobil Corporation
(Name of Registrant as Specified in Its Charter)
Engine No. 1 LLC
Engine No. 1 LP
Engine No. 1 NY LLC
Christopher James
Charles Penner
Gregory J. Goff
Kaisa Hietala
Alexander Karsner
Anders Runevad
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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From time to time, Engine No. 1 LLC (“Engine No. 1”)
may make the posts attached hereto as Exhibit 1 to its social media channels. The posts reference a Reuters article published on April
23, 2021, reproduced here as Exhibit 2.
Important Information
Engine No. 1 LLC, Engine No. 1 LP, Engine No. 1 NY LLC, Christopher
James, Charles Penner (collectively, “Engine No. 1”), Gregory J. Goff, Kaisa Hietala, Alexander Karsner, and Anders Runevad
(collectively and together with Engine No. 1, the “Participants”) have filed with the Securities and Exchange Commission (the
“SEC”) a definitive proxy statement and accompanying form of WHITE proxy to be used in connection with the solicitation of
proxies from the shareholders of Exxon Mobil Corporation (the “Company”). All shareholders of the Company are advised to read
the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, as they contain important
information, including additional information related to the Participants. The definitive proxy statement and an accompanying WHITE proxy
card will be furnished to some or all of the Company’s shareholders and is, along with other relevant documents, available at no
charge on Engine No.1’s campaign website at https://reenergizexom.com/materials/ and the SEC website at http://www.sec.gov/.
Information about the Participants and a description of their direct
or indirect interests by security holdings is contained in the definitive proxy statement filed by the Participants with the SEC on March
15, 2021. This document is available free of charge from the sources described above.
Engine No. 1 has neither sought nor obtained the consent from any
third party to use any statements or information contained herein that have been obtained or derived from statements made or published
by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties
for the views expressed herein.
New York state pension fund backs activist nominees
in Exxon proxy fight
Reuters, Jennifer Hiller
April 23, 2021, 5:58PM EDT
New York state’s pension fund on Friday threw its support behind
an activist fund’s slate of nominees to Exxon Mobil Corp’s (XOM.N) board, heating up a proxy fight for the company’s
future.
The biggest U.S. oil producer Exxon and activist hedge fund Engine No.
1 are battling over board seats following Exxon's historic net annual loss of $22.4 billion for 2020. The fund has criticized the producer
for "significant underperformance" and a lagging approach to cleaner fuels.
The Exxon board "needs an overhaul," to better manage climate
risks and guide the company to a low carbon future, said N.Y. State Comptroller Thomas DiNapoli.
The activist fund nominees include Gregory Goff and Anders Runevad, former
chief executives of oil refiner Andeavor and wind-turbine manufacturer Vestas Wind Systems, respectively; Kaisa Hietala, former head of
renewable fuels at Finish refiner Neste; and former U.S. Assistant Secretary of Energy for efficiency and renewable energy, Alexander
Karsner.
"We are excited to have a new slate of candidates to support,"
DiNapoli said. "We are supporting Engine No 1’s slate of candidates because they bring transformative industry experience to
the table and hold out hope that it is not too late to turn the tide at Exxon and improve its performance."
Exxon and Engine No. 1 did not respond to requests for comment.
Engine No. 1 also has won support from California State Teachers’
Retirement System (CalSTRS), the second largest U.S. pension fund. Hedge fund D.E. Shaw plans to vote with the company, according to people
familiar with the matter.
New York state pension funds overseen by DiNapoli also will vote in favor
of existing Exxon board members Kenneth Frazier and Ursula Burns and two of three board members Exxon has added in recent months, activist
investor Jeffrey Ubben and former Comcast executive Michael Angelakis, but will withhold votes on the remaining directors, it said.
It is not in favor of oil executive Tan Sri Wan Zulkiflee Wan Ariffin,
a former CEO of Malaysian state energy firm Petronas, who Exxon also named to the board this year.
The funds hold 8.14 million shares of Exxon, according to Refinitiv. The
fund has previously led shareholder proposals calling on Exxon to detail how its business could be affected by climate change. It also
has supported proposals to split the CEO and chairman's roles at the oil producer.
Other votes this year will include favoring an independent board chair
again, additional climate lobbying disclosures and a report on how Exxon's finances and business assumptions would be impacted by net
zero scenarios.
The fight for board seats is costing Exxon at least $35 million
more than its typical proxy solicitation costs, with the largest U.S. oil producer marshalling executives, TV appearances, social media
and websites to rebut the challenge, according to regulatory filings.
Engine No. 1 has a $30 million budget for the fight, according to regulatory
filings.
Exxon is also urging shareholders to reject proposals to split its chairman
and CEO roles, and block climate-related reports sought by other groups.
To blunt investor criticism, in recent months it has expanded its board,
pledged to increase low-carbon initiatives, improved climate disclosures and said it would lower the intensity of its oilfield greenhouse
gas emissions.
The virtual shareholder meeting is May 26.
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