Shareholder relations

Report Nov. 15, 2019

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Shareholder relations


ExxonMobil strives to create long-term value for our shareholders while seeking to meet the world’s growing energy needs. Responsible engagement with our shareholders provides an effective forum to address issues and share relevant information, facts and viewpoints. The board has established procedures for shareholders and other interested parties to communicate with board members. Individuals can email our non-employee directors through the corporate governance page of our website. ExxonMobil employees work with directors to respond to letters and emails. Directors will sometimes request that senior managers meet with shareholders to address particular topics.

Every year, shareholders or their proxies submit proposals regarding company operations or corporate governance. Company management and the board consider the proposals and management seeks a dialogue with the proposal sponsor. If the dialogue successfully addresses the shareholder’s concerns identified in the proposal, the proposal is often withdrawn. When discussing with shareholders, we seek to actively listen to their concerns to find common ground, potential for improvement and a better understanding of the issues raised. Visit ExxonMobil’s proxy statement for additional information. 

2018 performance and initiatives

ExxonMobil engages with shareholders or their proxies on a range of environmental, social and governance (ESG) issues. In 2018, we held more than 80 shareholder engagements on ESG issues with institutional investors; pension funds; and labor, religious and nongovernmental organizations. The number of such shareholder engagements in 2018 has more than doubled since 2014. Participants represented an estimated 55 percent of outstanding stock held by institutional investors and about 30 percent of total shares outstanding. These shareholder engagements can often eliminate the need for more formal shareholder proposals at the annual shareholders meeting. In addition, in 2018, ExxonMobil engaged with shareholders and other stakeholders owning nearly 1 billion shares, including several engagements by members of the ExxonMobil management committee, on issues related to financial performance, portfolio initiatives and project analysis.

Chairman and Chief Executive Officer Darren Woods speaks with shareholders at ExxonMobil’s Annual Shareholder Meeting in Dallas, Texas.

At the corporation’s 2018 annual meeting, shareholders owning approximately 3.6 billion shares—or approximately 85 percent—of outstanding shares were represented. In 2018, shareholders voted on seven issues, including four shareholder proposals. The summary table below shows the proxy vote results.

In 2017, the board of directors reconsidered a proposal requesting a report on impacts of hypothetical future government climate change laws on ExxonMobil’s business that received a majority of votes cast during the annual shareholders meeting. In reconsidering the proposal, the company sought input from a number of parties, such as the proponents and major shareholders. As a result, the board provided additional details on the company’s disclosures consistent with the proposal. In February 2018, ExxonMobil released its first Energy & Carbon Summary. The additional details in our Energy & Carbon Summary and our Outlook for Energy include energy demand sensitivities, the implications of 2°C scenarios on our businesses and our work in positioning for a lower-carbon future. 

2018 proxy vote summary

Percent vote for1

1Abstentions count for quorum purposes, but not toward voting on these proposals.

2Proposals submitted by the board.

3First-year proposal.

Executive compensation 


ExxonMobil differentiates compensation for executives based on a rigorous annual individual performance assessment that considers several key factors, including results in the areas of safety, security, health and environment, corporate governance, diversity and other goals pertinent to company financial and operating performance.

Performance share awards for our most senior executives have restriction periods that far exceed typical three-year vesting. Long restriction periods make long-term shareholders out of our executives and effectively align their pay to the returns of long-term shareholders. ExxonMobil restricts 50 percent of shares for 10 years or to retirement, whichever is later. Unvested performance share awards do not accelerate upon retirement and remain at risk of forfeiture. Extended restriction periods incentivize executive commitment to the company’s long-term success.

2018 performance and initiatives

ExxonMobil’s executive compensation program rewards effective risk management, contribution to operational integrity and sustainable growth in shareholder value. The chief executive officer, named executive officers and more than 1,000 other company executives in the United States participate in a common compensation program. ExxonMobil’s compensation committee carefully considers shareholder feedback on executive compensation. During the 2018 proxy season, the advisory vote on executive compensation received support of 73 percent of votes cast.

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Good corporate governance creates a business environment conducive to long-term growth. ExxonMobil employs a variety of policies and processes to uphold high ethical standards and promote transparency. Our efforts are underpinned by a board of directors that provides strategic oversight of our corporation’s affairs.

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ExxonMobil’s diverse portfolio of projects requires us to work in remote and sensitive environments, including deepwater and biodiverse locations. Our environmental management approach is guided by an understanding of the potential environmental impacts of our operations and a commitment to sustainably develop, maintain and operate projects using appropriate standards that enable us to ‘Protect Tomorrow. Today.’

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Around the world, ExxonMobil aims to be a preferred business partner, neighbor, employer and supplier. ExxonMobil maintains a corporate-wide commitment to safeguarding the health and security of our employees and the public, responsibly managing our social impacts and upholding respect for human rights in our operations.

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