Shareholder relations We value the dialogue we have with our shareholders on a variety of governance, social and environmental topics throughout the year. Management considers suggestions and engages with shareholders as appropriate. Our direct engagement with shareholders provides an effective forum to address issues, share relevant information and viewpoints, and align on the facts. In 2015, we had 42 shareholder dialogues with institutional investors, pension funds, and labor, religious, and NGO organizations. These dialogues have generally allowed us to reach common ground with our shareholders, in some cases avoiding the need for more formal shareholder proposals at the annual shareholders meeting. At the corporation’s 2015 annual meeting, shareholders owning approximately 3.5 billion — or nearly 84 percent — of outstanding shares were represented. In 2015, shareholders voted on directors, independent auditors, executive compen- sation and eight shareholder proposals. The summary table below shows the 2015 proxy vote results. We seek to report transparently on issues important to our shareholders. The Corporate Citizenship Report, Outlook for Energy and ExxonMobil’s website help communicate the company’s strategic outlook, performance and risk
Supported by an independent executive search firm, the board affairs committee looks for highly qualified non-employee candidates with demonstrated leadership, competency and a commitment to represent the interests of our shareholders. Other desirable qualities include: • Experience as the CEO or senior executive of a significant company or organization with responsibilities for global operations;
program. Compensation for executives is highly differentiated, based on a rigorous annual individual performance assessment that takes into account several key factors, including results in the areas of safety, security, health and environmental performance, corporate governance, diversity and other goals pertinent to the financial and operating performance of the company. ExxonMobil executives understand their compensation reflects how effectively they manage risk and contribute to operations integrity and sustainable growth in shareholder value. ExxonMobil’s compensation committee carefully considers the feedback on executive compensation we receive from our shareholders, some of whom have held ExxonMobil stock for more than a decade. During the 2015 proxy season, the advisory vote on executive compensation received 90.1 percent of votes “for” the company’s program as outlined. During our extensive dialogue with shareholders, we also received positive feedback on our newly disclosed performance award matrix, which details how industry-leading operating and financial results over investment lead times of the business are linked to the level of individual bonus and stock-based awards. Additionally, our stock-based awards have long holding periods, i.e., for executive officers 50 percent vests in five years and the other 50 percent vests in 10 years from grant date or retirement, whichever is later. Unvested stock awards are not accelerated upon retirement and remain at risk of forfeiture. These features of the compensation program provide executives with a strong incentive to maintain a sharp focus on operations integrity, which in turn protects the safety and security of our employees, the communities and environments in which we operate. For more details on our executive compensation program, see ExxonMobil’s 2016 proxy statement. Communicating with directors Constructive engagement allows us to identify areas of oppor- tunity and improvement throughout our business. ExxonMobil’s directors encourage open and transparent communication on corporate citizenship topics. Individuals can email our non-employee directors through the corporate governance page of our website or send written correspondence in care of the secretary of the corporation. ExxonMobil employees work with directors as appropriate in responding to these letters and emails. Directors will sometimes request that senior managers meet with shareholders to address particular topics.
• Financial expertise;
• Experience on one or more boards of significant public organizations or non-governmental organizations (NGOs); and
• Expertise resulting from significant professional or academi- cally based scientific or research activities.
In 2015, 40 percent of the board’s independent directors were female, African-American or from outside the United States. Four of the seven most recent additions to the board demonstrate this diversity. Also in 2015, Doug Oberhelman joined the board following election by shareholders. Currently, the ExxonMobil board stands at 13 directors, 11 of whom are non-employee directors; an additional independent director candidate has been nominated for election in the 2016 proxy statement. We describe current director qualifications in our proxy statement.
2015 proxy vote summary Percent vote for 1
2016 proxy statement
Board committees overview
Proxy item
2015 97.1 99.1 90.1 33.8 49.4 21.0
1. Election of directors (average) 2 2. Ratification of independent auditors 2 3. Advisory vote on executive compensation 2
Executive compensation and strategic advantage ExxonMobil’s business model is reflective of a capital-intensive industry, requiring long investment lead times and a significant focus on risk management. The structure of our compensation program fully supports this business model and is designed as such that it aligns the interests of our executives with those of our long-term shareholders. Our most senior executives — including the CEO, named executive officers and more than 1,000 other executives in the United States — participate in a common compensation
4. Independent chairman 5. Proxy access bylaw 3 6. Climate expert on board 3 7. Board quota for women 3
4.3 5.8
8. Report on compensation for women 3
9. Report on lobbying
21.0
10. Greenhouse gas emissions goals 11. Report on hydraulic fracturing
9.6
24.9
1 Abstentions count for quorum purposes, but not toward voting on these proposals. 2 Proposals submitted by the board. 3 First-year proposal.
Corporate governance exxonmobil.com/citizenship
85
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