{"url_path":"/sec/xom/proxy/2026-05-12/000119312526219305","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/34088/0001193125-26-219305-index.html","accession_number":"0001193125-26-219305","cik":"0000034088","ticker":"XOM","issuer_name":"EXXON MOBIL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/34088/0001193125-26-219305-index.html","primary_entity_key":"0000034088","primary_entity_name":"EXXON MOBIL CORP"},"word_count":1817,"has_tables":true,"body_markdown":"DEFA14A\n1\nd124618ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\nFiled by the Registrant ☒        Filed by a Party other than the Registrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n☐\n\n**Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under § 240.14a-12\n\n**EXXON MOBIL CORPORATION**\n\n**(Name of Registrant as Specified In Its Charter)**\n\n**NOT APPLICABLE**\n\n**(Name of\nPerson(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment of Filing Fee (Check all boxes that apply):\n\n☒\n\nNo fee required\n\n☐\n\nFee paid previously with preliminary materials\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n14a-6(i)(1) and 0-11.\n\n**Exxon Mobil Corporation**\n\n22777 Springwoods Village Parkway\n\nSpring, Texas 77389\n\nMay 12, 2026\n\n**Comment on New York City Comptroller’s Politically Motivated Attempt to Mislead Shareholders through Public Solicitation**\n\n**Summary of ExxonMobil Response**\n\n•\n\nThe New York City Comptroller’s letter is a politically motivated, systematic misrepresentation of\nExxonMobil’s proxy statement. We encourage our shareholders to recognize this baseless attempt for what it is.\n\n•\n\nThere is no connection between ExxonMobil’s proposal to redomicile to Texas and its Voluntary Retail Voting\nProgram. Fabricating this link is blatant scaremongering in an attempt by the New York City Comptroller to conjure support for their shareholder proposal.\n\n•\n\nRe-domiciling to Texas, where we have a long-term, substantial presence,\naligns our corporate governance and operating domains and improves the Company’s ability to create long-term shareholder value, while fully preserving shareholder rights.\n\n•\n\nThe retail proxy voting program, a less cumbersome process for our retail shareholders, provides an option to\nsimplify the voting process without infringing on a shareholder’s right to decide their vote. It increases shareholder participation, ensuring better representation.\n\n•\n\nAs a proposal without SEC review or precedent, we included the proposal submitted by the New York City\nComptroller’s office on our ballot despite its significant flaws. Amazingly, the New York City Comptroller is now attempting to weaponize this act of good governance.\n\n•\n\nWe remain committed to strong corporate governance, transparency, and constructive shareholder engagement. We\nencourage our shareholders to read our proxy statement carefully, consider the Board’s recommendations, and vote based on the long-term interests of ExxonMobil and its shareholders not on the New York City Comptroller’s misleading\nstatements and false innuendos.\n\nDear ExxonMobil Shareholders,\n\nYour company values active, transparent, and constructive engagement with all investors. Over the past year, subject matter experts,\nsenior management, and directors engaged with shareholders across all geographies and ownership types, listening carefully to their perspectives and answering questions about our business, strategies, and matters\non this year’s proxy ballot. Through those engagements and the detailed disclosures in the Company’s proxy statement, we are confident shareholders possess a firsthand and factual\nunderstanding of the key voting items. We embrace the balanced discussions we have with our shareholders involving our shared objectives of strong governance, preservation of shareholder rights,\nand growth in long-term shareholder value.\n\nPage\n2\n\nUnfortunately, recent communications departed from this standard of balanced and\nconstructive dialogue and require a reset. Mark Levine, the New York City Comptroller, issued a letter1 recently urging shareholders to vote against ExxonMobil proxy items\n4 (redomiciliation to our home state) and 6 (his own proposal). Because of what can only be described as systemic misrepresentations made in his letter and because of the weight his office carries with some in the\ninvestment community, it is important to correct the record. Our goal is to ensure shareholders cast their votes based on accurate information, not politically motivated opinions and baseless assertions. It is equally important not to let the\nbullying tactics of Mr. Levine and his office go unanswered. For far too long he and his predecessors have used their position to threaten companies in which they have invested New York City pension funds to materially alter operations or\ngovernance for plainly political purposes.\n\n**Important Facts**\n\n•\n\nDespite Mr. Levine’s determined assertions, there is no connection between ExxonMobil’s proposal\nto redomicile to Texas and its Voluntary Retail Voting Program. More importantly, there is no fact pattern to indicate a coordinated effort to limit shareholder rights or discourage their active participation in governance processes.\nIn fact, the opposite is true. In both cases, the Company can point to material assertions and structural changes that secure the same – if not more – shareholder rights. On the other side of the argument, Mr. Levine can only assert\na vague but plaintive concern that we may change our mind at some point in the future. That cannot be a good basis for opposing governance changes that are plainly designed to benefit the Company and the shareholder. In fact, arguing ExxonMobil may\nchange its mind feels like the last refuge of an opponent who’s run out of good ideas to support their opposition.\n\n•\n\nOur intention is very clear and, we believe, commonsensical: 1) we want to\nre-domicile in Texas in an effort to clean up the vestiges of corporate governance established in the 19th century and relocate our legal home to a state that understands our business and derives direct\nbenefits from it and 2) we want to make retail proxy voting less cumbersome but cannot, legally, assist shareholders in voting against Board recommendations because to do so would violate long-established solicitation rules and the fiduciary\nresponsibilities of our directors.\n\n•\n\nIt is worth noting that the decision to include the proposal submitted by the New York City Comptroller’s\nOffice in the proxy statement utilized a straightforward approach based on historical experience with SEC no-action letters. No SEC precedent exists related to the proposal submitted by the New York City\nComptroller’s Office, so we included it in the proxy statement. This decision is yet another clear indication of the Company’s respect for shareholder rights and their participation in governance processes. A commitment to doing the\nright thing in this context is never more evident than when that decision gives voice to a critic you believe is making ill-advised and incorrect arguments.\n\n•\n\nMr. Levine’s letter contains statements that appear designed to mislead investors without being\nattributable directly to Mr. Levine. While this approach may be politically beneficial, we do not believe it is consistent with (i) good corporate governance or (ii) a productive shareholder proposal\nprocess. We outline below a few examples of these issues precisely because the New York City Comptroller’s Office holds itself out as the champion of both.\n\n1\n\nYes, he really said the things we address below. First, to institutional investors though the Council of\nInstitutional Investors on May 4, 2026, and then a day later filed publicly with the SEC. Here is the link to the public filing: sec.gov/Archives/edgar/data/34088/000121465926005560/o542610px14a6g.htm\n\nPage\n3\n\n**Misleading Statements**\n\nOne of the foundational elements of Securities law is that parties cannot make statements that are untrue. Mr. Levine appears to have found a way around\nthat by quoting a third party who states, wrongly, that the “SEC Staff granted Exxon’s request for no-action relief on the *very same\nday.”*2**Mr. Levine, or at least his office, is a sophisticated party fully aware that the SEC does not grant no-action letters on the\nvery same day issues are brought to them. His office has decades of experience with no-action letters. While using a third-party quote to make this clearly false statement may provide them with plausible\ndeniability under the securities laws, we are confident they know the truth — if for no other reason than because we told them in our engagements with them.\n\nThe public record is clear that ExxonMobil spent several years working on how to provide a retail voting program for\nour retail investors to encourage their active participation in the governance process. We are proud of this work. It included a long and significant effort with the SEC, across two administrations, to test\nthe legal basis of the program and ensure implementation of appropriate guardrails.\n\n**Misleading Appeals to Authority**\n\nIn his letter, Mr. Levine quotes extensively a conveniently aligned researcher in Professor Christina Sautter of Southern Methodist University (SMU).\nProfessor Sautter has been quite vocal this year about Texas redomiciliations in general and ExxonMobil’s redomiciliation in particular. In fact, in his 8-page solicitation, Mr. Levine includes\nseven quotes by Professor Sautter in no fewer than five footnotes. We can understand why, as Professor Sautter’s statements are quite inflammatory, including:\n\n•\n\n“corporate disenfranchisement by design”3\n\n•\n\n“Texas incorporation adds structural reinforcement” to the Board’s one-sided retail voting program, making it even harder for shareholders to hold the Board accountable.4\n\n•\n\n“securities laws `Congress enacted nearly a century ago rest on a foundational premise: that investors,\ngiven accurate and adequate disclosure, can make their own decisions. The SEC instead approved a program that asks retail investors to hand their proxies to management blindly and in perpetuity, sight unseen.”5\n\nThese statements are fundamentally false and clearly demonstrate the absence of basic\nresearch by Professor Sautter to understand the design of the retail voting program or the facts and implications of our redomiciliation proposal. In fact, we would draw investors’ attention to Professor Shane Goodwin, who is also at SMU and\nis the Executive Director of the SMU Corporate Governance Initiative, and has written a response to Ms. Sautter’s work that addresses her claims and highlights the information she ignored to reach her conclusions.6\n\nProfessor Goodwin concludes: “ExxonMobil’s critics urged shareholders to “read the\nfine print”. They were right to insist on it. A full reading shows the company disclosed exactly which rights it was preserving, identified which Texas provisions it was declining, and did so in proxy solicitation materials subject to the\nfederal proxy antifraud rules. The fine print does not support the disenfranchisement thesis. It refutes it.”7\n\n2\n\nId. on page 7. Emphasis included in the original.\n\n3\n\nId. on page 3.\n\n4\n\nId. on page 2.\n\n5\n\nId. on page 4.\n\n6\n\nWe are particularly impressed by the section titled “The Comparative Record” providing a much\nfuller analysis of the corporate governance and a comparison of New Jersey, Texas and even Delaware.\n\n7\n\nhttps://clsbluesky.law.columbia.edu/2026/05/05/what-exxonmobils-proxy-actually-says-about-the-change-of-domicile-to-texas/\n\nPage\n4\n\nWe highly encourage shareholders who’ve read Ms. Sautter’s quotes to also read her colleague\nProfessor Goodwin’s work. You can find the full article here on the Columbia Law School Blue Sky Blog: https://clsbluesky.law.columbia.edu/2026/05/05/what-exxonmobils-proxy-actually-says-about-the-change-of-domicile-to-texas/.\n\n**Our Commitment**\n\nExxonMobil remains committed to strong\ncorporate governance, transparency, and meaningful shareholder engagement. We welcome differing viewpoints, but we believe shareholders deserve clear, factual, and complete information on which to base their votes.\n\nWe encourage you to read our proxy statement carefully, consider the Board’s recommendations, and vote in a manner that you believe best supports the\nlong-term interests of ExxonMobil and its shareholders. We hope this additional information is helpful in providing a more accurate and factual context for these matters."}