Item 5.07 Submission of Matters to a Vote ofSecurity Holdings (a)
As of the close of business on
Set forth below are the proposals voted upon at the Annual Meeting, and the
estimated preliminary voting results reported by the Company's proxy solicitor,
The numbers depicted as votes cast on each proposal and with respect to the voting for and withheld on the contested director election are only estimates and may not reflect the actual results, which are being tabulated by the independent inspector of election (the "Inspector of Election"). The Inspector of Election is the only person who will be able to count, tabulate and validate the votes to reflect, among other items: the net effect of legal proxies and other ballots or proxy cards voted at the Annual Meeting; the proxy votes received by Engine No. 1; any reconciliations between votes submitted on the blue card vs. the white card (including cases in which shareholders may have voted both cards or a later-dated proxy revoked a prior vote); the votes cast on behalf of the custodian banks and brokers by Broadridge Financial Solutions ("Broadridge") and votes cast through certain other intermediaries who do not participate in the proxy voting system maintained by Broadridge.
These preliminary voting results will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election. At this time, the Company does not know when the Inspector of Election will complete his work and then be able to certify the Annual Meeting vote results. There can be no assurance that the outcome of the final results will be consistent with the outcome of the estimated vote results indicated on this Form 8-K.
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(b)
The estimated preliminary voting results from the Proxy Solicitor for the proposals presented at the Annual Meeting are as follows:
Proposal 1 - Election of Directors
The estimated preliminary votes in Favor and Withheld for each nominee, by order of the votes For each nominee, are set forth below. The twelve nominees with the most votes in favor will be elected to the board after certification of the final results by the Inspector of Election.
Nominees Votes For Votes Withheld Michael J. Angelakis* 2,795,977,247 46,112,993 Jeffrey W. Ubben* 2,788,399,718 53,690,522 Ursula M. Burns* 2,780,709,604 61,380,636 Joseph L. Hooley* 2,757,824,558 84,265,683 Susan K. Avery* 2,747,648,791 94,441,450 Angela F. Braly* 2,708,193,493 133,896,747 Kenneth C. Frazier* 2,684,683,067 157,407,173 Darren W. Woods* 2,674,761,694 167,328,547 Kaisa Hietala** 1,516,288,928 118,756,243 Gregory J. Goff** 1,429,068,516 205,976,655 Alexander A. Karsner** 1,188,343,388 446,701,783 Douglas R. Oberhelman* 1,174,445,208 32,599,861 Steven A. Kandarian* 1,173,545,328 33,499,741 Wan Zulkiflee* 1,128,703,149 78,341,921 Samuel J. Palmisano* 1,127,243,352 79,801,717 Anders Runevad** 272,113,248 1,362,931,923 * ExxonMobil Nominees ** Engine No. 1 Nominees
Proposal 2 - Ratification of Independent Auditors:
Votes Cast For: 2,932,727,074 96.8 % Votes Cast Against: 98,410,005 3.2 % Abstentions: 15,532,899
Proposal 3 - Advisory Vote to Approve Executive Compensation:
Votes Cast For: 2,467,959,717 88.3 % Votes Cast Against: 326,696,514 11.7 % Abstentions: 47,433,958 3
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The shareholders voted as set forth below on seven shareholder proposals:
Proposal 4 - Independent Chairman:
Votes Cast For: 605,287,850 22.1 % Votes Cast Against: 2,139,304,007 77.9 % Abstentions: 97,498,145
Proposal 5 - Special Shareholder Meetings:
Votes Cast For: 570,342,592 20.8 % Votes Cast Against: 2,165,517,003 79.2 % Abstentions: 106,230,163
Proposal 6 - Report on Scenario Analysis
Votes Cast For: 1,335,259,043 48.9 % Votes Cast Against: 1,397,442,071 51.1 % Abstentions: 109,389,104
Proposal 7 - Report on Environmental Expenditures:
Votes Cast For: 142,754,351 5.2 % Votes Cast Against: 2,602,828,237 94.8 % Abstentions: 96,507,614
Proposal 8 - Report on Political Contributions:
Votes Cast For: 838,542,434 30.5 % Votes Cast Against: 1,911,320,273 69.5 % Abstentions: 92,227,479
Proposal 9 - Report on Lobbying:
Votes Cast For: 1,527,934,642 55.6 % Votes Cast Against: 1,218,752,700 44.4 % Abstentions: 95,402,850
Proposal 10 - Report on Climate Lobbying:
Votes Cast For: 1,752,779,954 63.8 % Votes Cast Against: 992,506,297 36.2 % Abstentions: 96,781,076 4
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