SEC Division of Corporation Finance no-action letter: Exxon Mobil Corporation

Exxon Mobil Corporation Davis Polk & Wardwell LLP September 15, 2025 Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Tiffany Posil, Chief of the Office of Mergers and Acquisitions David Plattner, Special Counsel, Office of Mergers and Acquisitions RE: No-Action Request regarding Rules 14a-4(d)(2) and 14a-4(d)(3) in connection with the Proposed Retail Voting Program Dear Ms. Posil and Mr. Plattner:
In connection with the proposed retail shareholder voting program (the “Retail Voting Program”) described below and in other program-related materials provided to the Staff of the Division of Corporation Finance (the “Staff”) for their review, Exxon Mobil Corporation, a New Jersey corporation (the “Company” or “ExxonMobil”), seeks confirmation that the Staff will not recommend any enforcement action by the U.S. Securities and Exchange Commission (the “Commission”) against ExxonMobil with respect to the Retail Voting Program as it relates to compliance with Rules 14a-4(d)(2) and 14a-4(d)(3) of Regulation 14A promulgated under the Securities Exchange Act of 1934.
I. Background
ExxonMobil’s retail investors, many of whom are retired and depend on ExxonMobil’s dividends to support their livelihoods, have voiced significant frustration over the annual time commitment required to vote at our meetings of shareholders. Each year, retail investors face a large number of proposals to vote on. This burden is not just a matter of hours spent; it also disproportionately impacts retail investors who lack access to professionals dedicated to voting. This limits their participation in shareholder democracy. The consequences are tangible: the Company’s records indicate that at its most recent annual meeting, nearly 40% of our outstanding shares were held by retail investors, yet only a quarter of these retail shares were voted. Despite these low voting numbers, the Company’s engagements reveal that retail investors are deeply invested in ExxonMobil’s future and are eager for a more accessible way to participate in the Company’s voting process. In reviewing these issues, ExxonMobil has long received feedback from its retail investors that they would welcome the ability to give a standing voting instruction whereby, on an ongoing basis, their votes would be cast as recommended by the Company’s Board of Directors (the “Board”). This is consistent with current voting patterns among ExxonMobil’s retail investors. Over the last five years, approximately 90% of retail investors that voted at ExxonMobil meetings supported all of the Board’s recommendations. Such a retail voting program would give retail investors a “Board