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Exxon Mobil's (XOM) CEO Rex Tillerson Hosts Annual Shareholder Meeting (Transcr... Page 10 of 25
So now, I would like to ask the nominees here seated to my right in the orchestra terrace to stand as their names are called
and then I will close the nominations. Michael Boskin, Peter Brabeck-Letmathe, Ursula Burns, Larry Faulkner, Henrietta Fore,
Jay Fishman, Ken Frazier, William George, Sam Palmisano, Steve Reinemund and William Weldon. Before moving on, I also
would like to recognize one person that is retiring from the board today. Ed Whitacre served as a Director of your company
since 2008. And I'd like to recognize Ed and thank him for his service.
I declare the polls open for all who want to vote in the election of directors and the 7 remaining items. If you wish to change
your proxy instructions on the election of directors or any of the other 7 items or if you have not submitted a proxy and wish to
vote by ballot, they are available from the ushers. Please raise your hand if you would like a ballot at anytime during the formal
business, they will be collected after all items have been discussed.
The next item on the agenda is the ratification of PricewaterhouseCoopers as the independent auditors. The Audit Committee
of the Board has appointed PricewaterhouseCoopers to audit Exxon Mobil's financial statements for 2014 and we are asking
shareholders to ratify that appointment. PricewaterhouseCoopers is represented today by Mr. Alan Page. Alan, would you
please stand? Thank you. The audit committee's reasons for recommending PricewaterhouseCoopers appear in the proxy
statement. I move the adoption of the proposal shown on Page 60 of the proxy statement.
The next order of business is consideration of the board-sponsored proposal regarding executive compensation. This board
proposal calls for a shareholder advisory vote to approve executive compensation as required by law. The Board recommends
a vote for this proposal as outlined on Pages 60 to 62 of the proxy statement.
The next order of business is consideration of the 5 shareholder proposals in the proxy statement. The first shareholder
proposal regarding majority vote for directors is shown on Page 63 of the proxy statement. I understand Mr. Marco Vargas will
present the proposal. Mr. Vargas?
Marco Vargas
Thank you, Mr. Chairman. I am Marco Vargas representing the United Brotherhood of Carpenters Pension Fund. Our funds
collectively holds approximately 1,400,500 shares of Exxon Mobil common stock. We are committed long time owners. We
appreciate the opportunity to gain an introduction, a majority vote shareholder proposal that we believe advances an
opportunity in corporate governors. The governors appreciate the constructive dialogue, which we have maintained with Exxon
Mobil representatives over many years an important corporate governance and executive compensation issues.
Our proposal is designed to encourage Exxon Mobil Board of Directors to adopt the majority of vote standard for the director
selections despite the Board's opposition to minority vote proposal receive 46% vote last year's meeting. A majority vote
standard used in the uncontested director election provides shareholders meaningful voting rights. The combination of minority
vote standard with the company's current director resignation policy would establish a strong election standard. The
resignation policy provides for a post selection process in which the Board can exercise its judgment and make decisions on
continued status on any unelected director. Nearly 90% of America's largest corporations and all of Exxon Mobil's peer
companies have adopted the majority vote standard in compensation resignation policy. Exxon Mobil remains the largest
American company that has not adopted to majority voting. We urge the Board to establish a majority vote standard and join
the mainstream of America corporations on this important election reform. Thank you, Mr. Chairman.
Rex Tillerson - Chairman and Chief Executive Officer
Thank you. The Board recommends a vote against this proposal as outlined on Pages 63 and 64 of the proxy statement. The
next shareholder proposal to limit directorships is shown on Page 64 of the proxy statement. I understand that Fr. Michael
Crosby will present the proposal. Fr. Crosby?
Fr. Michael Crosby
Good morning, Mr. Tillerson and the rest of you on the Board and shareholders. I am here to on behalf of Kenneth Steiner of
Great Neck, New York to move proposal 5, basically shareholders recommend that our board take the steps necessary to
adopt a bylaw to limit our directors to a maximum of 3 board memberships in companies with sales in excess of $500 million
annually. So that's the proposal. And since Mr. Cynor and John Shalagan asked me to move it, I'd just like to say other
reasons why from my perspective, this is a good resolution to support. And I want to back to what Mr. Tillerson said about the
dialogue the company has taken with shareholders. We have a very good an informative meeting in New York with executives
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