{"url_path":"/sec/xom/proxy/2026-05-12/000119312526219320","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/34088/0001193125-26-219320-index.html","accession_number":"0001193125-26-219320","cik":"0000034088","ticker":"XOM","issuer_name":"EXXON MOBIL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/34088/0001193125-26-219320-index.html","primary_entity_key":"0000034088","primary_entity_name":"EXXON MOBIL CORP"},"word_count":1724,"has_tables":true,"body_markdown":"DEFA14A\n1\nd121241ddefa14a.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\nGlass Lewis\n\n255 California Street, Suite 1100\n\nSan Francisco, CA 94111\n\nRE: 2026 Glass Lewis Proxy Report\nFeedback Statement\n\n**Summary of ExxonMobil Response**\n\n•\n\nBy refusing to meet with us and discuss our final proxy, Glass Lewis developed an ill-informed recommendation against our proposal to redomicile\nbased on misunderstandings, speculation, and immaterial factors.\n\n•\n\nGlass Lewis failed to disclose an obvious conflict of interest resulting from its ongoing litigation with the Texas Attorney General, which directly\nrelates to a law affecting its business interests.\n\n•\n\nGlass Lewis’ emphasis on written consent as a basis for their recommendation has no practical relevance for ExxonMobil shareholders. Action by\nwritten consent – whether majority or unanimous – has never been a meaningful mechanism for shareholder action. ExxonMobil shareholders have never exercised or sought to exercise this right in modern history. In fact, it is infrequently,\nif ever, used in practice at comparably situated large-cap companies. Special meeting and shareholder provisions, which are more practical means to bring matters forward for consideration, remain entirely unchanged.\n\n•\n\nThe exclusive forum provision, which is common among S&P 500 companies, improves efficiency and ensures jurisdictional relevance without limiting\nshareholder recourse. This is a shareholder benefit, not a detriment.\n\n•\n\nExxonMobil shareholders’ rights remain fully preserved, including the rights associated with shareholder proposals and derivative lawsuits.\nSuggesting otherwise is blatant scaremongering based on pure speculation.\n\n•\n\nWe strongly encourage Glass Lewis to reconsider the proposed Texas Redomiciliation in full context. We believe the proposed move is beneficial for\nour shareholders and should be represented as such.\n\nWe appreciate the opportunity to provide transparent and timely information to our shareholders by participating in Glass\nLewis’ Report Feedback Statement Service. It is unfortunate that your company was unwilling to engage with us prior to you issuing your recommendations. The fact that you did not resulted in a recommendation against ExxonMobil’s proposal\nto redomicile to Texas that, in our view, is based on entirely avoidable misunderstandings.\n\n1\n\nYour analysis places undue emphasis on speculative limitations on shareholder rights without acknowledging\nor giving appropriate weight to the fact that the primary mechanisms through which ExxonMobil shareholders exercise their rights **remain unchanged**.\n\nFurther, we note that Glass Lewis did not disclose its ongoing litigation against the Texas Attorney General over a Texas law that would adversely affect the\ncompany’s commercial interests by changing the state’s regulatory framework governing proxy advisors.1 Glass Lewis is certainly entitled to defend its business interests, but it would\nhave been relevant for investors who rely on its assertions of impartiality to know that, in this case, there is a high-profile, obvious conflict of interest.2\n\n**Glass Lewis’ emphasis on written consent has no practical relevance for ExxonMobil shareholders**\n\nWe acknowledge Glass Lewis’ consistent support for written consent rights. However, we believe the relevance of this mechanism should be evaluated in the\ncontext of ExxonMobil’s shareholder base and broader market practice among large public companies.\n\nWith nearly 40% of our outstanding shares held\nby retail investors3, ExxonMobil has one of the most widely dispersed shareholder bases among public companies. In this context, action by written consent – whether majority or unanimous\n– has not been a meaningful or utilized mechanism for shareholder action. We are not aware of any instance in which ExxonMobil shareholders have exercised or sought to exercise this right in modern history, and it is infrequently, if ever,\nused in practice at comparably situated large-cap companies.\n\nConsequently, while written consent may exist as a\ngovernance feature, it does not represent a realistic or effective avenue for shareholder action at ExxonMobil. In contrast, shareholders rely on established and practical mechanisms – such as proxy proposals and special meetings – to\nexercise their rights and influence outcomes.\n\nImportantly, the proposed redomiciliation does not diminish shareholders’ practical ability to bring\nmatters forward:\n\n•\n\nThe 15% ownership threshold to call a special meeting remains unchanged, meaning any shareholder coalition\ncapable of calling a special meeting under New Jersey law can do so on identical terms under Texas law.\n\n•\n\nEligibility to submit shareholder proposals is unchanged, and shareholders will continue to have the same ability\nto present proposals for consideration.\n\nTaken together, we believe the focus on written consent in this instance overstates an\nimpractical, rarely used mechanism, while the core avenues for shareholder engagement and action remain fully preserved. Given these facts, suggesting that it should have any significance in the decision on ExxonMobil’s proposal to redomicile\nis odd and a distraction from our Company’s preservation of shareholder rights in its proposed change of domicile.\n\n1\n\nThe law imposes disclosure requirements on proxy advisory firms and applies to companies headquartered in or\nconsidering redomiciliation to Texas: https://www.jdsupra.com/legalnews/iss-files-suit-against-texas-sb-2337-7871717/\n\n2\n\nhttps://www.gibsondunn.com/wp-content/uploads/2025/08/texas-court-blocks-enforcement-of-new-texas-proxy-advisor-law-against-iss-and-glass-lewis.pdf\n\n3\n\nhttps://www.sec.gov/files/corpfin/no-action/exxon-mobile-091525-incoming-letter.pdf\n\n2\n\n**The exclusive forum provision enhances efficiency without limiting shareholder recourse**\n\nWe also disagree that the exclusive forum provision limits shareholder rights in a manner inconsistent with shareholder interests.\n\nThe exclusive forum provision does not restrict shareholders’ right or ability to pursue litigation. Rather, it ensures that such claims are resolved in\na single, appropriate forum, avoiding the inefficiencies, increased costs, and potential for inconsistent outcomes that can arise when similar cases are filed across multiple jurisdictions.\n\nEstablishing a clear and exclusive forum provides greater predictability for shareholders and the Company alike. It is appropriate and logical for such\nmatters to be adjudicated in the jurisdiction where ExxonMobil is headquartered, where its management and operations are based, and whose corporate law framework governs the Company.\n\nAs disclosed in the proxy statement, we believe that courts in Texas are well positioned to evaluate matters involving ExxonMobil. The proposed bylaws include\na seriatim for the venue of certain cases, which provide a robust legal framework. Judges and juries in Texas are more likely to have familiarity with the Company’s operations and industry, which we believe supports more informed and effective\ndecision-making when reviewing corporate actions.\n\nIt is also important to recognize that exclusive forum provisions are widely accepted and already\nstandard practice among large U.S. public companies. A substantial portion of the S&P 5004 including the majority of Delaware incorporated issuers, maintain exclusive-forum provisions\ndesignating a single court for internal affairs litigation. They are viewed as a mainstream governance mechanism that enhances efficiency and reduces duplicative litigation.5 The prevalence of\nthese provisions among leading public companies underscores that they are broadly understood to protect shareholder value by promoting consistency, predictability, and coherent adjudication of corporate governance matters.\n\nThe exclusive forum provision is designed to benefit shareholders through increased efficiency, consistency, and predictability, without impairing their\nability to seek legal recourse.\n\n**ExxonMobil shareholders’ rights remain fully preserved, including with regards to shareholder proposals and\nderivative lawsuits**\n\nGlass Lewis focuses on Texas laws which allow for higher ownership thresholds for shareholder proposals and derivative lawsuits\nwhile ignoring two key facts:\n\n•\n\nExxonMobil did not opt into these provisions, which is stated clearly in the proxy\n\n•\n\nEven though not prohibited by New Jersey’s corporate statute, ExxonMobil has not sought to similarly\nrestrict shareholder proposals under the state’s law\n\n4\n\n“Exclusive-forum bylaws have become more widely adopted and currently are in place in roughly half of the\nS&P 500 and a quarter of all public companies”:\nhttps://www.directorsandboards.com/risk-oversight/legal-risk/a-closer-look-at-exclusive-forum-provisions\n\n5\n\n“Exclusive forum selection provisions have become commonplace and serve as an effective tool to manage\nlitigation for Delaware corporations”:\nhttps://www.skadden.com/-/media/files/publications/2022/05/insights-the-delaware-edition/seventh_and_ninth_circuits_split_over_the_scope_of_exclusive_forum_provisions.pdf?rev=9b998028eeb04ade88f6954efc9abc6e\n\n3\n\nEven if Glass Lewis is not willing to trust the Board’s future judgement, it fails to recognize\nthat any move to impose higher ownership thresholds for shareholder proposals or derivative actions must be implemented through an amendment to the Company’s governing documents — an action that would either require prior shareholder\napproval or remain subject to shareholder amendment by a shareholder vote after-the-fact.6 Basing a voting\nrecommendation on a hypothetical future action by the Board is not a sound basis, especially when the Board has not taken that action in the past.\n\n**We\nstrongly encourage Glass Lewis to consider the proposed Texas Redomiciliation in full context**\n\nWe offer that the proposal appropriately balances\ngovernance considerations with operational and legal efficiencies associated with Texas incorporation.\n\nImportantly:\n\n•\n\nShareholders’ rights and ability to act remain unchanged\n\n•\n\nThe exclusive forum provision enhances efficiency without impairing legal recourse\n\n•\n\nThe Board retains its commitment to strong governance and shareholder engagement\n\nAs importantly, the objections voiced by Glass Lewis can be summarized as:\n\n•\n\nWritten consent should be preserved despite the fact that ExxonMobil cannot find a circumstance in which it was\never used\n\n•\n\nThe exclusive forum provisions of Texas statute are a non-starter despite\nthe fact that much of S&P 500 and the majority of Delaware-registered companies have similar provisions\n\n•\n\nThe fear of ExxonMobil imposing higher ownership requirements that would hinder shareholder rights is enough to\nvote against re-domiciling despite the fact that the Company said it would not do so (and never has in its nearly 150 history)\n\nFor these reasons, we believe the proposed Texas Redomiciliation is in the best interests of shareholders and respectfully request that Glass Lewis reconsider\nits recommendation.\n\nWe appreciate the opportunity to respond to Glass Lewis’ recommendation and continue this dialogue. We remain committed,\nalongside Glass Lewis and many other market participants, to preserving the unique system of shareholder democracy we have in the United States.\n\n6\n\nTBOC §21.373(c): A nationally listed corporation shall provide notice to shareholders of the proposed\nadoption of an amendment under Subsection (b) in any proxy statement provided to shareholders preceding the amendment’s adoption.\n\n4"}