Securities Registration: Employee Benefit Plan (s-8)
May 04 2022 - 2:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 4, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXXON MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey |
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13-5409005 |
(State or other jurisdiction
of incorporation) |
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(IRS Employer
Identification No.) |
5959 Las Colinas Boulevard
Irving, Texas 75039-2298
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (972) 940-6000
ExxonMobil Savings Plan
(Full title of the plans)
Len M. Fox |
Exxon Mobil Corporation |
5959 Las Colinas Boulevard |
Irving, Texas 75039-2298 |
Tel: (972) 940-6000 |
(Name, address and telephone number, including
area code, of agent for service)
Copies to
Adam Kaminsky |
Davis Polk & Wardwell LLP |
450 Lexington Avenue |
New York, New York 10017 |
Tel: (212) 450-4000 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company.
See the definitions of the “large accelerated filer,” “accelerated filer,” “non-accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
o |
Non-accelerated filer |
o |
Smaller reporting company |
o |
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Emerging growth company |
o |
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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction
E of Form S-8, Exxon Mobil Corporation (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S.
Securities and Exchange Commission (the “Commission”) with respect to 30 million shares of the Registrant’s Common
Stock to be offered pursuant to the ExxonMobil Savings Plan (the “Plan”). This Registration Statement hereby incorporates
by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on February 25, 1999
(Registration No. 333-72955) and on May 6, 2010 (Registration No. 333-166576), except that provisions contained in Part II of such registration
statements are modified as set forth herein.
PART I
The information specified in Item 1 and Item 2
of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory
note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I have been delivered to the participants
in the Plan as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
We hereby incorporate by reference
into this registration statement the following documents previously filed with the Commission:
(a) The Registrant’s Annual Report on Form
10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 23, 2022 (File No. 001-02256) (the “Annual
Report”);
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered
by the Annual Report (other than the portions of these documents not deemed to be filed);
(c) The description of the Common Stock contained
in Exhibit 4(vi) to the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including any amendment or
report filed for the purpose of updating such description; and
(d) The ExxonMobil Savings Plan Annual Report on
Form 11-K for the fiscal year ended December 31, 2020, filed with the Commission on June 10, 2021.
In addition, all documents filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent
to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 8. Exhibits.
In lieu of an opinion of counsel concerning compliance
with the requirements of the Employee Retirement Income Security Act of 1974, as amended, and an Internal Revenue Service (“IRS”)
determination letter that the Plan is qualified under Section 401 of the Internal Revenue Code, the Registrant hereby undertakes that
it will submit or has submitted the Plan and any amendment thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
SIGNATURES
The Registrant. Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on May 4, 2022.
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EXXON MOBIL CORPORATION |
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/s/ Darren W. Woods |
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Darren W. Woods, Chairman of the Board and Chief Executive Officer |
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Pursuant to the requirements
of the Securities Exchange Act of 1933, as amended, this Registration Statement has been signed on May 4, 2022 by the following persons
in the following capacities.
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Signature |
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Title |
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Date |
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Chairman of the Board and Chief Executive Officer |
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May 4, 2022 |
Darren W. Woods |
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(Principal Executive Officer) |
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Director |
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May 4, 2022 |
Michael J. Angelakis |
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Director |
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May 4, 2022 |
Susan K. Avery |
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* |
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Director |
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May 4, 2022 |
Angela F. Braly |
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Director |
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May 4, 2022 |
Ursula M. Burns |
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Director |
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May 4, 2022 |
Kenneth C. Frazier |
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Director |
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May 4, 2022 |
Gregory J. Goff |
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Director |
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May 4, 2022 |
Kaisa H. Hietala |
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Director |
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May 4, 2022 |
Joseph L. Hooley |
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Director |
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May 4, 2022 |
Steven A. Kandarian |
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Director |
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May 4, 2022 |
Alexander A. Karsner |
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Director |
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May 4, 2022 |
Jeffrey W. Ubben |
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* |
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Senior Vice President,
Chief Financial Officer |
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May 4, 2022 |
Kathryn A. Mikells |
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(Principal Financial Officer) |
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Vice President and Controller |
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May 4, 2022 |
Len M. Fox |
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(Principal Accounting Officer) |
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/s/ Antony E. Peters |
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* By: |
Antony E. Peters |
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Attorney-in-Fact |
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The
Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustee (or other persons who administer the employee
benefit plan) has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Irving, State of Texas, on May 4, 2022.
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EXXONMOBIL SAVINGS PLAN |
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/s/ Tracey C.
Gunnlaugsson |
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Tracey C. Gunnlaugsson |
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Chairperson, Trustee |
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