Sector: Energy
EXXON MOBIL CORP · Meeting: May 27, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2021 with strong financial expertise; XOM's 3-year return of 49% is within 0.4pp of the XLE benchmark, far below the 65pp threshold needed to trigger an against vote, and no overboarding or other policy concerns are present.
Director since 2016 with relevant regulatory and governance experience; stock performance is well within policy thresholds and no attendance, independence, or overboarding issues are identified.
Director since 2024, joining within the past 24 months, so she is exempt from the TSR trigger; her financial and energy transition expertise is clearly relevant to ExxonMobil's business.
Director since November 2025, joining within the past 24 months, so he is exempt from the TSR trigger; he brings over 40 years of directly relevant energy industry leadership experience.
Director since 2023 with global operations and technology expertise; XOM's 3-year TSR is essentially in line with XLE (-0.4pp gap vs. the 65pp threshold), and no other policy concerns are present.
Director since 2021 with deep energy industry and low-carbon expertise; stock performance is well within policy thresholds and no attendance, independence, or overboarding issues are identified.
Lead Independent Director since 2020 with extensive institutional investor and financial services expertise; XOM's TSR is in line with the XLE benchmark and no policy flags are triggered.
Director since 2018 with strong risk management and financial expertise from his tenure leading MetLife; stock performance is well within policy thresholds and no other policy concerns are present.
Director since 2021 with relevant energy policy and technology experience; XOM's 3-year TSR tracks closely to XLE and does not come close to the 65pp underperformance threshold required to trigger an against vote.
Director since 2023 with extensive capital-intensive industry leadership experience; XOM's TSR is essentially in line with XLE and no attendance, independence, or overboarding issues are identified.
Director since 2024, joining within the past 24 months, so she is exempt from the TSR trigger; her geopolitical, national security, and financial expertise is relevant to ExxonMobil's global operations.
CEO and director since 2016 with 30+ years of ExxonMobil experience; XOM's 3-year TSR of 49% is within 0.4pp of the XLE benchmark, far below the 65pp threshold, and the Say on Pay program independently passes policy screens.
All 12 director nominees pass policy screens. XOM's 3-year price return of 49.0% versus the XLE ETF return of 49.4% produces a gap of only -0.4 percentage points, far below the 65pp underperformance threshold applicable to companies with strong positive absolute 3-year TSR (>+20%). Three directors (Dreyfus, Garland, Powell McCormick) joined within the past 24 months and are exempt from the TSR trigger. No directors are overboarded, have poor attendance, serve on audit or compensation committees without independence, or have disclosed familial relationships with senior management. A FOR vote is warranted for the entire slate.
CEO
Darren W. Woods
Total Comp
N/A
Prior Support
92%%
The prior year Say on Pay vote received 92% shareholder support, well above the 70% threshold that would require a response, indicating broad investor satisfaction with the program. The compensation structure is heavily performance-based, with over 70% of total direct compensation delivered in restricted stock units with 5- and 10-year vesting periods — the longest restriction periods in the industry — ensuring strong alignment between executive pay and long-term shareholder outcomes. Pay-for-performance alignment is supported by ExxonMobil's strong 3-year TSR of 49%, which is essentially in line with the XLE benchmark, and the proxy discloses that total direct compensation declined year-over-year in 2025 reflecting lower earnings and a lower share price at grant, consistent with the program's stated design.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$32,000,000
Non-Audit Fees
$5,600,000
Non-audit fees (audit-related fees of $5.2M plus tax fees of $0.4M = $5.6M) represent approximately 17.5% of audit fees ($32.0M), well below the 50% threshold that would trigger a concern about auditor independence. PwC is a Big 4 firm fully appropriate for a company of ExxonMobil's size and complexity. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot be confirmed and no against vote is warranted on that basis. No material financial restatements are disclosed.
3 proposals submitted by shareholders
Proposal 4
This is a board-proposed charter amendment to redomicile ExxonMobil from New Jersey to Texas, where the company is already headquartered. The proxy discloses that ExxonMobil is not adopting any elective Texas law provisions that would weaken shareholder rights compared to current New Jersey law — key protections such as majority voting for directors, a 15% threshold for calling special meetings, and the absence of a jury trial waiver are carried over intact. The move aligns the company's legal domicile with its operational headquarters and provides clearer legal standards under Texas law, which is a neutral-to-positive governance outcome for shareholders.
Proposal 5
This proposal asks ExxonMobil to separate the roles of Chairman and CEO. While independent chair structures can strengthen governance in some contexts, ExxonMobil already has a robust alternative: 12 of 13 directors are independent, all key committees are 100% independent, and a Lead Independent Director with substantial defined authority — including the ability to call executive sessions, set board agendas, and lead CEO evaluation — provides meaningful independent oversight. This proposal has been rejected by shareholders 16 consecutive times since 2000, indicating that the existing governance structure has consistently met the test of shareholder confidence, and no evidence of a governance failure is present that would change that calculus today.
Proposal 6
The filer — the NYC Comptroller on behalf of the NYC Police Pension Fund — is a credible institutional investor whose proposals generally warrant serious consideration. However, the company's opposition statement raises substantive and unrefuted concerns that the specific changes requested go beyond what is permitted under SEC no-action letters, conflict with proxy rules, and may be inconsistent with state law, making the proposal unworkable as written. The underlying principle — that retail shareholders should have meaningful voting options — is addressed by ExxonMobil's existing Voluntary Retail Voting Program, which allows participants to override the standing instruction at any time and vote however they choose. Because the proposal's remedy appears legally defective rather than merely inconvenient to management, a vote against is warranted despite the credibility of the filer.
ExxonMobil's 2026 annual meeting ballot presents six proposals across director elections, auditor ratification, executive compensation, a redomiciliation charter amendment, and two shareholder proposals. All standard management proposals — director elections, auditor ratification, Say on Pay, and the Texas redomiciliation — warrant FOR votes based on strong stock performance in line with the XLE benchmark, clean auditor fee ratios, robust pay-for-performance alignment with 92% prior-year Say on Pay support, and a governance-neutral redomiciliation; both shareholder proposals warrant AGAINST votes, the independent chair proposal due to its long history of rejection and ExxonMobil's already-strong independent oversight structure, and the retail voting modification proposal due to unresolved legal defects in the requested remedy.
