Exxon Mobil : 2026 Definitive Proxy Statement (040826 Definitive Proxy Statement)

Published: 2026-05-01 06:49:08 ET XOM

Published on 05/01/2026 at 06:49 am EDT

April 8, 2026

Dear Shareholder:

We invite you to attend the annual meeting of shareholders on Wednesday, May 27, 2026, beginning promptly at 9:30 a.m. Central Time. The annual meeting of shareholders will be a virtual meeting. This format will help provide for a convenient, cost-effective, and safe experience for our shareholders, employees, and other members of the community, and provide open access and equitable participation. Shareholders are encouraged to participate, vote, and submit questions during the annual meeting from any remote location that has internet connectivity. Online access will be available approximately 15 minutes prior to the annual meeting start time at w.w.w.virtualshareholdermeeting.com/XOM2026. Please see the "General Information" section below for detailed instructions.

At the meeting, you will hear a report on our business and vote on the following items:

Election of directors;

Ratification of PricewaterhouseCoopers LLP as independent auditors;

Advisory vote to approve executive compensation;

Approval of the redomiciliation of ExxonMobil from New Jersey to Texas (the "Texas Redomiciliation") to be effected through the plan of merger;

Shareholder proposals; and

Other matters, if properly raised.

Only shareholders of record on April 1, 2026, or their valid proxy holders, may vote at the meeting. We are first mailing these proxy materials to shareholders of record on or about April 8, 2026.

This booklet includes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda, procedures, and rules of conduct for the meeting. It also describes how the Board operates, gives information about our director candidates, and provides information about the other items of business to be conducted at the meeting.

Financial information is provided separately in the 2025 Annual Report that accompanies or precedes the proxy materials or is made available online to all shareholders.

Your vote is important. Even if you own only a few shares, we want your voice to be represented at the meeting. You can vote your shares by internet, toll-free telephone call, or proxy card. A preliminary summary of 2026 Proxy Voting Results will be available at exxonmobil.com after the annual meeting of shareholders and will be filed on a Form 8-K within four business days of the meeting.

Sincerely,

Jeffrey A. Taylor Secretary

Darren W. Woods Chairman of the Board

Darren W. Woods Chairman of the Board, Chief Executive Officer, Exxon Mobil Corporation

Dear Fellow Shareholders,

I am pleased to invite you to the 2026 Exxon Mobil Corporation annual shareholder meeting, which will be held virtually on May 27, 2026.

In 2025, ExxonMobil again demonstrated the strength and durability of our strategy. The transformation we have driven over the past several years has made our portfolio more advantaged, strengthened our earnings power, and further reinforced our unique role in the world. As a result of the quality of our assets and the consistency of our execution, we are leading all IOCs with five-year total annualized shareholder returns of 29%.1 Our strategy is working and is continuing to create long-term value for you, our shareholders.

Our competitive position is defined by advantages in scale, integration, technology, and operations that few companies in any industry can match. Each of these is underpinned by one constant: the uniquely talented and committed men and women of ExxonMobil. Our structural advantages compound over time and reinforce sustained performance through market cycles. As a result, we have proven our ability to strengthen our long-term earnings power through improvements in portfolio mix, cost structure, reliability, and capital productivity.

In the Upstream, our advantaged production in the Permian Basin, Guyana, and LNG continues to represent a larger share of total output. This production has lower cost of supply, lower emissions intensity, and higher unit earnings -strengthening margins and enhancing cash-flow across a wide range of price scenarios.

In Product Solutions, we're strengthening the portfolio with select divestments and advantaged project start-ups that drive meaningful earnings growth at constant margins through 2030.

At the same time, we are building new growth platforms that draw on the same world-class capabilities that underpin our core businesses. The ProxximaTM resin systems and carbon materials businesses are emerging as attractive offerings in large, high-value markets with meaningful long-term opportunities. In our Low Carbon Solutions business, we continue to advance the world's first large-scale, end-to-end carbon capture and storage network to help industrial customers reduce emissions.2 We are engaging in these opportunities with disciplined pacing, guided by commercial milestones and return criteria to ensure they strengthen our long-term earnings power.

The world continues to rely on our industry to provide affordable, reliable energy and essential products that support economic growth, while also seeking solutions that help lower greenhouse gas emissions. Our strategy is underpinned by a disciplined capital framework that supports both priorities and positions ExxonMobil for long-term success.

I am grateful to our employees around the world for their commitment, professionalism, and teamwork. Their dedication to safe operations, operational excellence, and customer and community service is what makes our achievements possible. On behalf of the Board and our entire Company, thank you for your continued confidence and investment in ExxonMobil. I look forward to sharing more with you at our annual shareholder meeting.

Joseph L. Hooley Board of Directors, Lead Director,

Exxon Mobil Corporation

Dear Fellow Shareholders,

In 2025, ExxonMobil continued to strengthen its structural earnings power, cash-flow resilience, and long-term capacity to create value for shareholders. The Company's disciplined strategy - supported by an advantaged portfolio, improving mix, and technology-enabled execution - is widening its competitive advantages and reinforcing performance across cycles. This progress is reflected in attractive long-term total shareholder returns, reinforcing our commitment to our strategy and delivering durable value. The Board of Directors is focused on ensuring that these gains are sustained and grow consistent with your long-term interests.

A key responsibility of the Board is to provide oversight of the Company's long-term strategy and performance, ensuring ExxonMobil remains well positioned to deliver sustainable value across changing market conditions. We draw on the Board's diverse experience and perspectives to review strategic priorities, assess risks and opportunities, and support management as they execute plans designed to strengthen the Company's competitive position and long-term earnings capacity.

Board composition and governance are important enablers of this work. Over the past year, we further strengthened the Board through thoughtful refreshment that added additional experience in large-scale industrial operations, capital allocation, and energy sector leadership. This added to and complemented our strong mix of expertise across finance, global operations, technology, strategy, risk management, and public policy. We also value the perspectives provided through our engagement with shareholders, which help inform our oversight priorities and the Company's approach to transparency and disclosure.

It is a privilege to serve as Lead Director and to work alongside a Board, leadership team, and workforce whose discipline, execution, and commitment to excellence continue to strengthen the Company's competitive position. On behalf of my fellow directors, thank you for your confidence in us and for your continued investment in ExxonMobil.

1 See Exhibit B for definitions of IOCs, total shareholder returns, and earnings growth at constant margins. 5-year total shareholder returns for period ending December 31, 2025. Total shareholder return compares to each IOC as of December 31, 2025. Sourced from FactSet.

2 "End-to-end CCS network" entails CO2 capture as well as transportation and storage of CO2. Based on contracts starting in 2025, subject to additional investment by ExxonMobil and receipt of government permitting for carbon capture and storage projects.

TABLE OF CONTENTS

Page

PROXY SUMMARY .................................................................... 1

GENERAL INFORMATION .............................................................. 4

BOARD OF DIRECTORS ................................................................ 8

Item 1 - Election of Directors ........................................................... 8

CORPORATE GOVERNANCE 21

Shareholder Vote Response and Engagement 28

VOLUNTARY RETAIL VOTING PROGRAM 34

DIRECTOR COMPENSATION 36

CERTAIN BENEFICIAL OWNERS 37

DIRECTOR AND EXECUTIVE OFFICER STOCK OWNERSHIP 38

AUDIT COMMITTEE REPORT 41

Item 2 - Ratification of Independent Auditors 43

COMPENSATION COMMITTEE REPORT 44

Item 3 - Advisory Vote to Approve Executive Compensation 44

EXECUTIVE COMPENSATION 45

Compensation Discussion and Analysis 45

Executive Compensation Tables 65

EXXONMOBIL CORPORATE DOMICILE 76

Item 4 - Texas Redomiciliation 76

SHAREHOLDER PROPOSALS 115

Item 5 - Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions

since 2000 116

Item 6 - Proposal requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board's recommendations 119

PAY VERSUS PERFORMANCE 124

PAY RATIO 126

ADDITIONAL INFORMATION 127

EXHIBIT A 129

Annex A: Agreement and Plan of Merger 129

Annex B: Amended and Restated Certificate of Formation of ExxonMobil Holdings

Corporation 135

Annex C: ExxonMobil Holdings Corporation By-Laws 139

Annex D: Restated Certificate of Incorporation of Exxon Mobil Corporation 163

Annex E: Exxon Mobil Corporation By-Laws 190

EXHIBIT B 213

Your vote makes a difference.

To express appreciation for your participation, ExxonMobil will make a $1 charitable donation to

Khan Academy®

for every retail shareholder account that votes before or during the Annual Shareholder Meeting on May 27, 2026.

See page 4 for more information.

ITEM 1 - Election of Directors

The Board recommends you vote FOR each of the nominees described in the following pages.

The Board of Directors has nominated the director candidates in this proxy statement, all of whom currently serve as ExxonMobil directors. All director nominees have stated they are willing to serve, if elected.

Personal information about each nominee and their extensive qualifications begins on Page 9.

ExxonMobil's Board of Directors is responsible for overseeing the Company's long-term strategy, governance framework, and capital discipline to support durable shareholder value creation through market cycles. The Board's approach emphasizes independent judgment, accountability, and flexibility in leadership and governance structures, recognizing that effective oversight must adapt to the Company's scale, complexity, and operating environment.

Central to this approach is maintaining alignment between strategy and execution, protecting shareholder rights, and supporting timely, well-reasoned decision-making in the long-term interests of our shareholders.

Board composition and governance support its stewardship responsibilities. The Board brings deep experience across capital-intensive industries, large-scale operations, finance, technology, and strategy, with ongoing refreshment aligned to long-term priorities and informed by shareholder engagement.

This framework guides the Board's evaluation of the proposals presented for shareholder consideration at the 2026 Annual Meeting of Shareholders, including the Board's reasons and beliefs regarding their recommendations, all of which are summarized in this 2026 proxy statement.

2026 Proxy Statement 1

Earnings

Cash flow from operations

Dividends

$28.8B

$30.1B earnings ex. identified items with a CAGR of >20% vs. 2019; leading IOCs1

$52.0B

~10% CAGR vs. 2019;

leading IOCs1

$17.2B

Second-largest dividend payer of S&P 500 companies;2 43 consecutive years of annual dividend-per-share growth

Board Independence

O 12 of 13 directors are independent

O 100% of Audit, Compensation, Nominating and Governance, and Environment, Safety and Public Policy committee members are independent directors

O Strong Lead Independent Director with defined authorities

Board Refreshment and Experience

O Nearly 70% of our directors have joined the Board since 2021

O Average independent director tenure of 4.6 years, balancing continuity and fresh perspective

O Broad mix of critical skills, including global operations, financial, regulatory, and geopolitical expertise

38%

Overall Demographic Diversity

31%

Gender Diversity

15%

Racial/Ethnic Diversity

Current / former CEO of large public company

Public company board governance experience

Global business experience

Risk management / investment stewardship experience

Financial expertise and portfolio management

Public policy / regulatory experience

Leadership experience in large-scale energy / commodity business

Operation experience in capital-intensive industry

Relevant scientific / technology experience

Low carbon solutions technology and safety experience

✓

Capital discipline

Portfolio optimization

Risk management and safety

Long-cycle investment stewardship

Shareholder engagement

Effective governance is not one-size-fits-all. ExxonMobil's Board evaluates leadership structure, shareholder engagement, and governance practices annually - informed by

1 ExxonMobil had leading earnings ex. identified items compound

annual growth rate ("CAGR") versus each of the other IOCs comparing 2025 to 2019, as well as leading cash flow from operations CAGR. See footnote reference on page 222 of this proxy statement for reconciliation of ExxonMobil 2025 and 2019 earnings ex. identified items CAGR. Historic data was collected from public filings and from FactSet.

2 ExxonMobil's $17.2 billion of dividends paid in 2025 is the second largest of all S&P 500 companies per Bloomberg data.

2 2026 Proxy Statement

experience, performance, and evolving conditions - with a singular focus on longterm shareholder value.

ITEM 2 - Ratification of Independent Auditors

The Board recommends you vote FOR this proposal.

Page 43

The ExxonMobil Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) to audit ExxonMobil's financial statements for 2026.

You are asked to ratify that appointment.

ITEM 3 - Advisory Vote to Approve Executive Compensation

The Board recommends you vote FOR this proposal. Page 44

ExxonMobil asks you to vote on a non-binding resolution to approve the compensation of the Named Executive Officers.

ITEM 4 - Texas Redomiciliation

The Board recommends you vote FOR this proposal.

Page 76

Consistent with its responsibility to provide a stable and efficient governance framework, the Board supports redomiciling ExxonMobil to Texas, which is the Company's home state and location of its global headquarters. The Board concluded that shareholder rights remain largely comparable, while Texas law provides protections against abusive litigation, clearer standards, and legal predictability that support sound decision-making and long-term value creation. The Company is not adopting any elective provisions of the Texas corporate statute that weaken shareholder rights as compared to New Jersey law in connection with the Texas Redomiciliation.

ITEMS 5 and 6 - Shareholder Proposals

The Board recommends you vote AGAINST these proposals

Page 115

Proposal 5 - Independent Chair, a proposal overwhelmingly defeated on 16 separate occasions since 2000

The Board believes effective governance requires discretion and flexibility to determine the leadership structure best suited to the Company's strategy and complexity. ExxonMobil's combined CEO and Chair structure, balanced by a strong Lead Independent Director and an overwhelmingly independent Board, supports clear accountability, strategic alignment, and effective oversight. Mandating separation would constrain Board judgment without any evidence of improved governance or shareholder returns. In fact, there are multiple examples in our industry in which separate CEOs and Chairs lost sight of the fundamentals and destroyed shareholder value. For these reasons, this proposal has been rejected time after time and should be rejected once again.

Proposal 6 - Proposal requesting Company to modify its Voluntary Retail Voting Program to provide multiple options not aligned with the Board's recommendations

This proposal asks ExxonMobil to offer its retail investors additional voting options such as the option to vote against the Board's recommendations. Our view is that, in submitting this proposal, on behalf of the New York City Police Pension Fund, the New York City Comptroller's Office has not done the work to confirm the viability of their proposal. The changes proposed go far beyond the SEC no-action letter, violate proxy rules, and are inconsistent with both state law and the Board's fiduciary duties, making the proposal unworkable and illegal.

2026 Proxy Statement 3

Who May Vote

Shareholders of Exxon Mobil Corporation ("ExxonMobil", the "Company", or the "Corporation") as recorded in our stock register on April 1, 2026, may vote at the meeting according to the instructions below.

How to Vote

Your vote is important. We recommend you vote by proxy even if you plan to participate in the virtual meeting.

You may vote at the annual meeting according to the instructions below or by proxy.

In Appreciation for Your Vote

ExxonMobil will make a $1 charitable donation to Khan Academy® in appreciation of every retail shareholder account that votes prior to or at the meeting.

Khan Academy, Inc. is a nonprofit organization working to provide a free, world-class education for anyone, anywhere. Khan Academy offers practice exercises, instructional videos, and a personalized learning dashboard that empowers learners of all ages to study at their own pace in and outside of the classroom. Their offerings help students succeed in math, science, computing, economics, and more, including test preparation (SAT, LSAT, and more). All Khan Academy content is available for free at w.w.w.khanacademy.org. Khan Academy also empowers teachers by providing classroom insights and detailed student profiles that help identify gaps in student learning and provide tailored instruction. Millions of students from all over the world, each with their own unique story, learn at their own pace on Khan Academy every single day.

How Proxies Work

ExxonMobil's Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct on the proxy card from the Board of Directors.

If your shares are held in your name, you can vote by proxy in one of three convenient ways:

Online

Follow the instructions at w.w.w.envisionreports.com/xom You will need to have your proxy card or Notice of Internet Availability (Notice) in hand.

Telephone

Call toll-free

1-800-652-8683 or

1-781-575-2300 (outside the United States, Canada, and Puerto Rico),

and follow the instructions. You will need to have your proxy card or Notice in hand.

Mail

Complete, sign, date, and return your

proxy card in the enclosed envelope. If you receive a Notice and would like to vote by mail, please follow the instructions in the

Notice

to obtain paper proxy materials.

If you give us your signed proxy but do not specify how to vote, we will vote your shares as follows:

For the election of all director candidates nominated by the ExxonMobil Board;

For ratification of the appointment of independent auditors;

For approval of the compensation of the Named Executive Officers;

For approval of the redomiciliation of ExxonMobil from New Jersey to Texas; and

As recommended by the Board with respect to shareholder proposals.

If you hold shares through someone else, such as a brokerage firm, bank, or intermediary, you will receive materials from that firm asking how you want to vote. Check the voting form used by that firm as most offer online or telephone voting in addition to mail.

4 2026 Proxy Statement

Attendance at the Annual Meeting

You have received this proxy statement because you are a shareholder as of the record date. Attendance at the annual meeting through the website w.w.w.virtualshareholdermeeting.com/XOM2026 or any adjournment or postponement thereof will be limited to shareholders of the Company as of the close of business on the record date and to guests. You will not be able to attend the annual meeting in person at a physical location. Separate instructions for how to attend the annual meeting as a shareholder and have the ability to vote and/or submit a comment or question during the annual meeting are provided below for Registered Shareholders (those who hold shares through our transfer agent, Computershare, or participate in the Savings Plan) and Beneficial Shareholders (generally, those who hold shares through a bank or brokerage account).

Registered Shareholders must pre-register by 4:00 p.m. Central Time on May 20, 2026

For Registered Shareholders who hold shares through our transfer agent, Computershare, or participate in the Savings Plan, you must request a 16-digit virtual meeting access (VMA) control number no later than 4:00 p.m. Central Time on Wednesday, May 20, 2026.

To request a VMA control number, please email Computershare at [email protected] with "VMA Request" in the subject line. Include your full name exactly as it appears on your account and include a copy of your proxy card or Notice of Internet Availability (Notice). Alternatively, if you received your voting instructions via email, you may forward or attach that email. The 15-digit voter control number on your proxy card, Notice, or email allows you to vote your shares prior to and during the meeting but does not provide access to the virtual meeting as a shareholder. You will receive an email response from Computershare within seven days of your request. The email response will include your VMA control number and instructions to attend the virtual meeting. Please check that you have received a response in advance of the meeting, as it may be possible that the email may be in your email spam or junk folder.

Beneficial Shareholders

For Beneficial Shareholders who hold their shares through an intermediary, such as a bank or brokerage firm, the 16-digit control number can be found on the Notice, voting instruction form, or other instructions you receive from

your bank, brokerage firm, or other intermediary. Beneficial Shareholders can use their 16-digit control number to log in to attend the meeting, submit questions, and vote during the meeting. Beneficial Shareholders who did not receive a 16-digit control number from their bank or brokerage firm who wish to attend the meeting should follow the instructions from their bank or brokerage firm, including any requirement to obtain a legal proxy. Most brokerage firms or banks allow a shareholder to obtain a legal proxy either online or by mail.

Attending as a Guest

Shareholders who do not pre-register for the virtual annual meeting (as specified above) or who do not have their 16-digit control number may still attend the meeting virtually as a guest by accessing the annual meeting website, w.w.w.virtualshareholdermeeting.com/XOM2026, beginning 15 minutes prior to the annual meeting's scheduled starttime and following the instructions provided to attend as a guest.

Guests at the virtual annual meeting will be able to listen to the meeting but will not be able to vote nor submit a comment or question during the annual meeting.

Submitting Questions and Voting at the Annual Meeting

All shareholders, other than shareholders who attend as guests (see "Attending as a Guest" above), may submit questions and vote at the annual meeting by following the instructions that will be available on the annual meeting website. Even if you plan to attend the annual meeting, the Company recommends that you vote your shares in advance, so that your vote will be counted if you later decide not to attend the annual meeting. Please note the additional information below for Registered Shareholders on voting during the annual meeting. Shareholders may also be able to submit questions prior to the meeting when voting.

Questions received prior to or during the annual meeting will be answered as allotted time permits. To address as many topics as time permits, similar questions may be combined. Considering the need to conclude the annual meeting within a reasonable period of time, we cannot ensure that every shareholder who wishes to have a question or comment addressed during the annual meeting will be able to do so.

Registered Shareholders can continue to vote their shares during the annual meeting by following the instructions that will be available on the annual meeting website and using the 15-digit voter control number displayed on your

2026 Proxy Statement 5

proxy card, Notice, or meeting materials email for the annual meeting. The 15-digit voter control number will not provide you access to the virtual annual meeting. For instructions on attending the annual meeting, please reference the section above titled "Attendance at the Annual Meeting."

Virtual Meeting Technical Assistance

If you encounter technical difficulties accessing the virtual annual meeting, the meeting login page will include technical support line contact information. Technical support will be available beginning at 9:15 a.m. Central Time on May 27, 2026, and will remain available until the annual meeting has ended.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 27, 2026: The 2026 Proxy Statement and 2025 Annual Report are available at w.w.w.edocumentview.com/xom.

Notice and Access

We distribute proxy materials to many shareholders via the internet under the Securities and Exchange Commission's (SEC) "Notice and Access" rules, thereby capturing cost and environmental benefits. On or about April 8, 2026, we mailed a Notice of Internet Availability of Proxy Materials (Notice) that contains information about our 2026 annual meeting of shareholders and instructions on how to view all proxy materials on the internet. Also included are instructions on how to vote and how to request a paper or email copy of the proxy materials.

Electronic Delivery of Proxy Statement and Annual Report Documents

For shareholders receiving proxy materials by mail, you can elect to receive an email in the future that will provide electronic links to these documents. Opting to receive your proxy materials online will save the Company the cost of producing and mailing documents to you and will also give you an electronic link to vote your proxy. You may revoke electronic delivery election at any time.

Beneficial Shareholders (16-digit control number) may enroll in electronic proxy delivery with their bank, brokerage, or other intermediary firm. You may also be able to use the electronic delivery request service at w.w.w.investordelivery.com.

Registered Shareholders (15-digit control number) may enroll in electronic proxy delivery at any time at w.w.w.computershare.com/ exxonmobil. You may also enroll while voting at w.w.w.envisionreports.com/xom.

Beneficial Shareholders who did not receive a 16-digit control number from their bank or brokerage firm who wish to enroll in electronic delivery should contact their bank or brokerage firm.

ExxonMobil Voluntary Retail Voting Program (see page 34 for more information)

Approximately 38% of ExxonMobil's shares are held by individual investors, yet historically only about a quarter of those investors regularly vote at ExxonMobil shareholder meetings. Our individual investors have told us that they want to participate more actively but often find traditional voting processes cumbersome.

To promote shareholder engagement and streamline the proxy voting process in response to this feedback, ExxonMobil created a new Voluntary Retail Voting Program. This makes it easier for shareholders to engage while preserving full voting rights, flexibility, and control.

Shareholders who enroll in the Voluntary Retail Voting Program can provide a standing instruction that authorizes voting of their shares consistent with the Board's voting recommendations.

Shareholders who enroll will continue to receive proxy materials to vote at each meeting of shareholders with details on the proposals for that meeting. The Board's rationale for each recommendation will be included in these proxy materials consistent with the prior solicitation made to invite shareholders to join the program.

6 2026 Proxy Statement

Shareholders who enroll in the Voluntary Retail Voting Program may opt-out at any time and will receive annual reminders that they are enrolled in the program, how their shares were voted at the last meeting and how to opt-out of the program if they choose to do so. Participants can also opt-out at any time by following the instructions on our website at investor.exxonmobil.com/individual-shareholders. Participation is voluntary and changes can be made at any time at no cost.

If the shareholder opts out on or after the date that ExxonMobil has filed a definitive proxy statement with the SEC for an upcoming meeting, then their decision to opt-out will apply only to all subsequent meetings. If the shareholder would like to change their vote for that particular upcoming meeting, then the shareholder may vote using the instructions in their proxy materials, which will override the standing instruction with respect to the specified proposals at that upcoming meeting. If you are a shareholder who currently participates in the Voluntary Retail Voting Program and would like to change your vote for this Annual Meeting, please cast your vote in a timely manner by completing and submitting your proxy materials.

More information on the program can be found at the Company's Investor Relations website at

investor.exxonmobil.com/individual-shareholders/vote, which includes instructions on how to sign up for the program.

Voting Shares in the ExxonMobil Savings Plan

The Trustee of the ExxonMobil Savings Plan will vote Plan shares as participants direct. If participants do not give instructions, the Trustee will vote shares as it thinks best. The proxy card serves to give voting instructions to the Trustee.

Revoking a Proxy for Registered Shareholders

You may revoke your proxy before it is voted at the meeting by:

Submitting a new proxy with a later date via a proxy card, online, by telephone, or by mail;

Notifying ExxonMobil's Secretary in writing before the meeting; or

Voting during the meeting.

Confidential Voting

Independent inspectors count the votes. Your individual vote is kept confidential from us unless otherwise required by law or special circumstances exist. For example, a copy of your proxy card is sent to us if you write comments on the card.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person. Treasury shares, which are shares owned by ExxonMobil itself, are not voted and do not count for this purpose.

Votes Required

Election of Directors Proposal: Under ExxonMobil's by-laws, in a non-contested election, a director nominee must receive a majority of votes cast in order to be elected to the Board of Directors. In a contested election (in which the number of nominees exceeds the number of directors to be elected), the plurality vote standard under New Jersey law applies. Under plurality voting, the director nominee with the most votes for a particular seat is elected for that seat. Abstentions and broker non-votes are not counted for purposes of the election of directors. A broker non-vote occurs when a bank, broker, or other holder of record that is holding shares for a beneficial owner does not vote on a particular proposal because the record holder does not have discretionary voting power and has not received instructions from the beneficial owner but exercises discretionary voting authority to vote on at least one other proposal. If you own shares through a brokerage firm, bank, or intermediary, and have not enrolled in ExxonMobil's Voluntary Retail Voting Program or a similar program offered by a brokerage firm, bank, or intermediary, you must give the brokerage firm, bank, or intermediary instructions to vote your shares in the election of directors. You provide those instructions to your brokerage firm, bank, or intermediary by voting according to the directions on your proxy card, voting instruction form or Notice by mail, online, or telephone. If you do not give your brokerage firm, bank, or intermediary instructions on voting your shares, then your shares will not be voted for this proposal.

2026 Proxy Statement 7

Our Corporate Governance Guidelines, which can be found in the Corporate Governance section of our website at exxonmobil.com/governanceguidelines, state that all directors will stand for election at the annual meeting of shareholders. In a non-contested election of directors, any director nominee who receives a greater number of votes AGAINST his or her election than votes FOR such election shall tender his or her resignation. Within 90 days after certification of the election results, the Board of Directors will decide, through a process managed by the Nominating and Governance Committee and excluding the nominee in question, whether to accept the resignation. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation. The Board will promptly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation on Form 8-K filed with the SEC.

Other Proposals: Approval of the ratification of the appointment of independent auditors, the advisory vote to approve executive compensation, the approval of the plan of merger effecting the redomiciliation of ExxonMobil from New Jersey to Texas, and the shareholder proposals require the favorable vote of a majority of votes cast. Only votes FOR or AGAINST these proposals count. Abstentions count for quorum purposes but not for voting. Broker non-votes count as shares present for quorum purposes but do not count as votes cast on other proposals.

Conduct of the Meeting

The Chairman has broad responsibility and legal authority to conduct the annual meeting in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the virtual meeting. Only shareholders or their valid proxy holders may address the meeting. A copy of these rules will be available at the virtual meeting. The Chairman may also exercise discretion in recognizing shareholders' comments or questions and in determining the extent of discussion on each item of business. In light of the need to conclude the meeting within a reasonable period of time, we cannot ensure that every shareholder question or comment will be addressed during the meeting.

Dialogue can also be facilitated with interested parties outside the meeting, and for this purpose, we have provided a method on our website at exxonmobil.com/directors for raising issues and contacting the non-employee directors in writing either by mail or electronically. The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all shareholders. Shareholders who wish to make comments during the meeting should do so in writing.

Contact Information

If you have questions or need more information about the annual meeting, write to Mr. Jeffrey A. Taylor, Secretary, Exxon Mobil Corporation, 22777 Springwoods Village Parkway, Spring, TX 77389. Alternatively, send an email to [email protected].

For information about shares registered in your name or your Computershare Investment Plan account, call ExxonMobil Shareholder Services at 1-800-252-1800 or 1-781-575-2058 (outside the United States, Canada, and Puerto Rico), or access your account at computershare.com/exxonmobil. We also invite you to visit ExxonMobil's website, where investor information can be found at exxonmobil.com/investor. Website materials are not part of this proxy solicitation.

Item 1 - Election of Directors

Our Board of Directors has general oversight responsibility for ExxonMobil's affairs pursuant to New Jersey's General Corporation Law and ExxonMobil's Restated Certificate of Incorporation and by-laws. In exercising its fiduciary duties, the Board represents and acts on behalf of ExxonMobil's shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board of Directors has nominated the director candidates named on the following pages. All of our nominees currently serve as ExxonMobil directors.

Each director nominee was elected by shareholders at the 2025 annual meeting of shareholders aside from

Mr. Garland, who was appointed to the Board in November, 2025. All director nominees have stated they are willing to serve if elected and have consented to be named in this proxy statement. If a nominee becomes unavailable before the election, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. In any event, the Board size at the time of the meeting will equal the number of nominees nominated by the Board, and there will be no vacancy at the time of the meeting.

8 2026 Proxy Statement

The Board unanimously recommends you vote FOR each of the following candidates:

Michael J. Angelakis

Independent director Director since 2021

Age 61

Committees:

Audit; Executive; Finance (Chair)

Attributes and Skills:

Financial expertise and portfolio management

Public company board governance experience

Operation experience in capital-intensive industry

Expertise provided to the Board:

Mr. Angelakis' financial experience, highlighted by his executive leadership position (CFO) transforming Comcast while navigating the financial crisis of 2008, helps the Board to better understand financial risk and opportunities facing ExxonMobil. In addition to his extensive business career, Mr. Angelakis' experience as Chairman of the Federal Reserve Bank of Philadelphia and Chairman and CEO of Atairos Group provides vital perspectives to the challenges ExxonMobil faces related to policy and financial risk.

Qualifications:

Atairos Group

Chairman & CEO (2015 to present) Comcast Corporation

Vice Chairman & CFO (2011 to 2015)

Executive Vice President & CFO (2007 to 2011) Providence Equity Partners

Managing Director and member of the Management and Investment Committees (1999 to 2007)

Current public company directorships:

American Express Company (March 2025 to present; Nominating and Governance and Audit Committees)

Lucky Strike Entertainment Corporation (formerly Bowlero Corporation) (December 2021 to present; Chair of the Nominating and Corporate Governance Committee)

TriNet Group, Inc. (February 2017 to present; member of the Nominating and Corporate Governance and Compensation Committees)

Previous public company directorships in last five years:

Clarivate Plc (December 2021 to May 2025) Groupon, Inc. (April 2016 to May 2021)

Hewlett Packard Enterprise Company (November 2015 to April 2020)

Other board experience:

Duke Energy Corporation (2015 to 2017)

Chairman of the Federal Reserve Bank of Philadelphia (2016 to 2018) and Deputy Chairman and board member (2012 to 2016)

Mr. Angelakis' perspectives on ExxonMobil:

We work to ensure management's strategic plans are evaluated through a long-term lens and supported by sound risk management and governance practices. Oversight of financial discipline and performance is essential to sustaining value across cycles. Our goal is to help ensure decisions made today strengthen the Company's position for the future.

2026 Proxy Statement 9

Independent director Director since 2016

Age 64

Committees: Compensation (Chair); Environment, Safety and Public Policy

Attributes and Skills:

Public policy / regulatory experience

Public company board governance experience

Current / former CEO of large public company

Financial expertise and portfolio management

Risk management / investment stewardship experience

Expertise provided to the Board:

Ms. Braly's experience successfully leading WellPoint through the regulatory changes stemming from the Affordable Care Act helps the Board to better understand the risks and opportunities in industries that are challenged by government-led transformation. Her previous work in public policy and governance experience on the board of Procter & Gamble, a 100,000+ employee company, further helps the Board navigate public policy issues that arise at a global public company.

Qualifications:

WellPoint, Inc. (formerly known as Anthem, Inc. and now known as Elevance Health, Inc.)

Chair (2010 to 2012)

President, CEO (2007 to 2012)

Executive Vice President, General Counsel, and Chief Public Affairs Officer (2005 to 2007)

Blue Cross Blue Shield of Missouri

CEO (2003 to 2005)

Current public company directorships:

Brookfield Asset Management Ltd. (March 2025 to present) Previous public company directorships in last five years: Brookfield Corporation (May 2015 to March 2025)

The Procter & Gamble Company (December 2009 to June 2024)

Lowe's Companies, Inc. (November 2013 to July 2021)

Business and public policy affiliations:

Blue Cross Blue Shield Association (former Director); Business Council (former member); Business Roundtable (former member); Harvard Advisory Council on Health Care Policy (former member); Indiana Economic Development Corporation (former Director); and The Policy Circle (Co-Founder, Director, and Secretary)

Ms. Braly's perspectives on ExxonMobil:

ExxonMobil's scale and technology capabilities provide important competitive strengths. The Board works to ensure governance and oversight frameworks support management's efforts to translate those strengths into sustainable performance. Maintaining operational discipline remains critical to long-term success.

10 2026 Proxy Statement

Independent director Director since 2024

Age 46

Committees:

Audit (Chair); Compensation

Attributes and Skills:

Low carbon solutions technology and safety experience

Public policy / regulatory experience

Financial expertise and portfolio management

Risk management / investment stewardship experience

Expertise provided to the Board:

Ms. Dreyfus' investment and financial experience and her work in the energy transition, highlighted by her executive leadership (CEO and Founder) positions at Ardinall Investment Management, help the Board to better understand capital allocation and opportunities to grow shareholder value through sustainable investments critical to managing the energy transition. Ms. Dreyfus' experience as a portfolio manager and Managing Director at Goldman Sachs provides vital perspectives on energy, industrials, transportation, and infrastructure investments across the capital structure.

Qualifications:

Ardinall Investment Management

Chief Executive Officer (2017 to present) Goldman Sachs Asset Management, L.P.

Managing Director, GS Investment Strategies, LLC (2002 to 2017)

Current public company directorships:

Cadiz Inc. (June 2023 to present)

Previous public company directorships in last five years:

Macquarie Infrastructure Corporation (September 2018 to September 2022)

Business and public policy affiliations:

I-Pulse; Alsym (advisory board); 100 Women in Finance (Board member); Girls Inc. of New York City; Global Carbon Management Foundation; Columbia University's Center on Global Energy Policy (advisory board); MIT Corporation Development Committee; and MIT Economics Department Visiting Committee

Ms. Dreyfus' perspectives on ExxonMobil:

As directors, we focus on ensuring management's plans position the Company to adapt and succeed in evolving markets. Oversight includes careful consideration of risk, innovation, and long-term competitiveness. These elements help support sustainable value creation.

2026 Proxy Statement 11

Independent director Director since 2025

Age 68

Committees:

Audit; Finance

Attributes and Skills:

Current / former CEO of large public company

Public company board governance experience

Global business experience

Risk management / investment stewardship experience

Financial expertise and portfolio management

Leadership experience in large-scale energy / commodity business

Operation experience in capital-intensive industry

Low carbon solutions technology and safety experience

Public policy / regulatory experience

Expertise provided to the Board:

Mr. Garland has over 40 years of energy industry experience and a distinguished record of leadership, including a decade as Executive Chairman and CEO of Phillips 66. He brings to the Board deep expertise in upstream and downstream operations, global energy markets, risk management, and corporate governance. His leadership roles at Amgen Inc. and various philanthropic organizations include investment stewardship and portfolio management. Mr. Garland's experience provides the Board with critical insight into navigating complex challenges and driving long-term shareholder value.

Qualifications:

Phillips 66 (1986 to 2024)

Executive Chair (2022 to 2024)

Chair and CEO (2012 to 2022)

President (2012 to 2014) ConocoPhillips

Senior Vice President, Exploration and Production, Americas (2010 to 2012)

Chevron Phillips Chemical Company

President and CEO (2008 to 2010)

Senior Vice President, Planning and Specialty Chemicals (2001 to 2008)

Senior Vice President, Planning and Strategic Transactions (2000 to 2001)

Current public company directorships:

Amgen Inc. (October 2013 to present; Governance and Nominating Committee Chair; Compensation and Management Development Committee member, Executive Committee member)

Previous public company directorships in last five years:

Phillips 66 (May 2012 to May 2024; Executive Chair)

Other affiliations:

Barbara Bush Literacy Foundation (Board Vice Chair); Memorial Hermann Foundation (Director); M.D. Anderson Cancer Center (President's Advisory Council member)

12 2026 Proxy Statement

Independent director Director since 2023

Age 64

Committees:

Audit; Compensation

Attributes and Skills:

Public policy / regulatory experience

Global business experience

Operation experience in capital-intensive industry

Relevant scientific / technology experience

Risk management / investment stewardship experience

Financial expertise and portfolio management

Expertise provided to the Board:

Mr. Harris brings to the Board a global perspective, as well as strategic, functional, and operational skills with a focus on customer success. He is a committed innovator and leader with a deep understanding of business transformation. Mr. Harris' CEO and functional experience includes competencies in talent management, culture development, and strategic planning.

Qualifications:

Raytheon Technologies Corporation (1983 to 2020)

CEO, Raytheon International, Inc. (2013 to 2020)

Mr. Harris held various leadership positions, including serving as General Manager of Raytheon's Intelligence, Information and Services business; President of Raytheon Technical Services Company; Vice President of Operations and Contracts for Raytheon's Electronic Systems business; Vice President of Contracts for Raytheon's government and defense businesses; Vice President of Contracts and Supply Chain for Raytheon Company; and Vice President of Business Development for Raytheon Company.

Current public company directorships:

Flex Ltd. (November 2020 to present; Audit Committee member)

Cisco Systems, Inc. (June 2021 to present; member of Audit and Compensation & Management Development Committees)

Kyndryl Holdings, Inc. (September 2021 to present; Nominating & Corporate Governance Committee member)

Previous public company directorships in last five years:

None

Other affiliations:

Redwood Library and Athenaeum (Board member); McLaren Racing (Advisory Team member)

2026 Proxy Statement 13

Independent director Director since 2021

Age 55

Committees:

Audit; Finance

Attributes and Skills:

Global business experience

Relevant scientific / technology experience

Risk management / investment stewardship experience

Low carbon solutions technology and safety experience

Operation experience in capital-intensive industry

Leadership experience in large-scale energy / commodity business

Financial expertise and portfolio management

Public company board governance experience

Expertise provided to the Board:

Ms. Hietala brings a breadth of industry experience, having led the transformation of an oil and gas company into one of the world's largest producers of renewable diesel. In addition to her vast industry experience, Ms. Hietala's academic background in geophysics helps the Board to better understand both the risks and opportunities ExxonMobil faces in its low carbon solutions technologies.

Qualifications:

Neste Corporation

Executive Vice President of Renewable Products and member of the Executive Committee (2014 to 2019)

Over her 20-year career at Neste Corporation, Ms. Hietala served in various roles, from exploration and production and crude trading to leading the strategic review that resulted in the Renewable Products segment.

Current public company directorships:

SmurfitWestrock Plc (July 2024 to present; Senior Independent Director; Chair of the Sustainability Committee; member of the Nomination Committee)

Previous public company directorships in last five years:

Rio Tinto Group (March 2023 to May 2025) Kemira Oyj (March 2016 to March 2021)

Smurfit Kappa Group Plc (October 2020 to July 2024; Senior Independent Director from 2022 to 2024; member of the Nomination Committee and Chair of the Sustainability Committee)

Other board experience:

Chair of Greencode Ventures Oy (2023 to present) Chair of Tracegrow Oy (2019 to 2024) Sustainability and academic affiliations:

New Sustainability Oy (partner); Supervisory Board of Oulu University (member); Susformation Oy (Founder); and Sustainability Hub Advisory Board of Aalto University (former member)

14 2026 Proxy Statement

Lead Independent Director Director since 2020

Age 69

Committees: Compensation; Executive; Nominating and Governance (Chair)

Attributes and Skills:

Current / former CEO of large public company

Public company board governance experience

Financial expertise and portfolio management

Risk management / investment stewardship experience

Global business experience

Expertise provided to the Board:

Mr. Hooley has extensive experience with institutional investors, having overseen the servicing of over $35 trillion of assets as well as the stewardship of over $4 trillion in capital as Chair and CEO at State Street. Mr. Hooley successfully transformed State Street in multiple ways, including driving a technological transformation, globalization of the business and investment portfolio, and navigating the post financial crisis of 2008. Mr. Hooley's unique background helps the Board better understand investors' perspectives on risk and ensures those perspectives are incorporated into Board discussions with management on important strategic decisions.

Qualifications:

State Street

Chair (2011 to 2019)

CEO (2010 to 2018)

President & COO (2008 to 2014)

Executive Vice President and Head of Investor Services Division (2002 to 2008)

Vice Chairman and Global Business Experience Head of Investment Servicing and Investment Research and Trading (2006)

Boston Financial Data Services

President & CEO (1990 to 2000) National Financial Data Services

President & CEO (1988 to 1990)

Current public company directorships:

Aptiv PLC (January 2020 to present; Chair of the Compensation and Human Resources Committee; Audit Committee member)

Idexx (July 2025 to present; Audit Committee member; Governance and Corporate Responsibility Committee member)

Previous public company directorships in last five years:

None

Other board experience:

State Street Corporation (October 2009 to December 2019) Liberty Mutual Insurance (April 2019 to present)

OnCorps, Inc. (January 2022 to present)

Mr. Hooley's perspectives on ExxonMobil:

ExxonMobil's progress reflects years of disciplined planning and execution. As directors, we work to ensure governance and oversight frameworks help sustain that progress while supporting transparency and accountability. Our aim is to help position the Company for continued success.

2026 Proxy Statement 15

Independent director Director since 2018

Age 74

Committees: Compensation; Executive; Nominating and Governance

Attributes and Skills:

Risk management / investment stewardship experience

Financial expertise and portfolio management

Current / former CEO of large public company

Public company board governance experience

Global business experience

Public policy / regulatory experience

Expertise provided to the Board:

Mr. Kandarian's 14 years of senior executive leadership experience at MetLife, where he led a significant transformation following the implementation of Dodd-Frank, brings a viewpoint vital to the Board when developing the longterm strategic plan and overseeing capital allocation across the portfolio. His former positions as CEO and CIO of a global large-cap insurance business, in addition to his previous work as a federal regulator, provide the Board with critical insights related to geopolitical risks, government engagement, and risk management.

Qualifications:

MetLife, Inc.

President & CEO (2011 to 2019)

Chair (2012 to 2019)

Chief Investment Officer (2005 to 2011) Pension Benefit Guaranty Corporation

Executive Director (2001 to 2004)

Current public company directorships:

Jackson Financial Inc. (February 2021 to present; Non-executive Chair; Chair of the Nominating & Governance Committee; Compensation Committee member)

Previous public company directorships in last five years:

AECOM (March 2019 to February 2021; Lead Independent Director; Chair of the Compensation Committee; member of the Audit Committee)

Other board experience:

Director of Neuberger Berman (2015 to present)

Business and cultural affiliations:

The University of California, Berkeley, School of Law and Ceres ESG certification (recipient); Business Council (member); Business Roundtable (former member); Financial Services Forum (former member); Partnership for New York City (former Director); Institute of International Finance (former Director and Chair, Insurance Regulatory Committee); and the Lincoln Center for the Performing Arts (former Director)

Scientific and research affiliations:

Damon Runyon Cancer Research Foundation (Director)

16 2026 Proxy Statement

Independent director Director since 2021

Age 59

Committees: Environment, Safety and Public Policy; Nominating and Governance

Attributes and Skills:

Risk management / investment stewardship experience

Public policy / regulatory experience

Relevant scientific / technology experience

Low carbon solutions technology and safety experience

Financial expertise and portfolio management

Global business experience

Expertise provided to the Board:

Mr. Karsner's energy policy and diplomacy experience, in addition to his background in commercializing breakthrough energy technologies, provides the Board with important perspectives on geopolitical risks and investment opportunities for profitably managing the energy transition. Mr. Karsner's public service as U.S. Assistant Secretary of Energy, a senior regulatory official, and a principal U.S. negotiator to the UN Framework Convention on Climate Change, contributes an in-depth understanding of U.S. and international energy policy. His energy sector experience, including energy infrastructure development in emerging markets, helps the Board better understand public-and private-sector considerations when executing strategy.

Qualifications:

X (formerly Google X) Alphabet's Moonshot Factory

Senior Strategist (2013 to present) Emerson Collective

Managing Partner (2016 to 2019) Vantage Point Venture Capital

Venture Partner (2009 to 2014) Hudson Private Equity

Senior Advisor (2009 to 2014) Department of Energy

U.S. Assistant Secretary (2006 to 2008)

Current public company directorships:

Applied Materials, Inc. (September 2008 to present; member of the Corporate Governance & Nominating and Human Resources & Compensation Committees)

Previous public company directorships in last five years:

Broadscale Acquisition Corp. (February 2021 to January 2023)

Business and public policy experience:

Council on Foreign Relations Working Group on Energy Transition (co-chair), and U.S.-India and U.S.-China Track II diplomatic climate bi-laterals; National Petroleum Council (former member); Energy Futures Initiative; Trilateral Commission (member); Gas Technology Institute (former Director); and Argonne National Laboratory (former Director)

Sustainability, scientific, and academic affiliations:

Conservation International (Director); Elemental Labs (Founder, Chairman); MIT Energy Initiative (MITei) (Advisory Board); MIT Media Lab (Advisory Board); National Marine Sanctuary Foundation (Trustee Emeritus); Aspen Institute Clean Energy Forum (Founder); American Academy of Arts & Sciences Accelerating Climate Action Commission (member); Stanford University Precourt Institute for Energy (member, Board of Advisors); Hoover Institution Shultz-Stephenson Energy Task Force (member); Stanford Natural Capital Project (Advisory Board); and University of Chicago Booth School, Polsky Center for Entrepreneurship (Advisory Board)

2026 Proxy Statement 17

Independent director Director since 2023

Age 67

Committees:

Environment, Safety and Public Policy (Chair); Executive; Nominating and Governance

Attributes and Skills:

Current / former CEO of large public company

Public company board governance experience

Risk management / investment stewardship experience

Public policy / regulatory experience

Global business experience

Operation experience in capital-intensive industry

Financial expertise and portfolio management

Low carbon solutions technology and safety experience

Expertise provided to the Board:

Mr. Kellner brings extensive experience in a highly regulated and capital-intensive industry, having served as CEO, COO, and Chair of Continental Airlines. Mr. Kellner's deep operational understanding and executive leadership help the Board understand how best to develop a long-term strategy for a capital-intensive industry.

Qualifications:

Emerald Creek Group, LLC

President (2010 to present)

Continental Airlines, Inc.

Chairman & CEO (2004 to 2009)

President & COO (2003 to 2004)

President (2001 to 2003)

Current public company directorships:

None

Previous public company directorships in last five years:

The Boeing Company (October 2011 to May 2024; Independent Chair from December 2019 to March 2024)

Marriott International, Inc. (July 2002 to May 2022; Lead Independent Director from August 2013 to May 2022)

Sabre Corporation (August 2013 to April 2020; Chair of the Board from August 2013 to January 2020)

Mr. Kellner's perspectives on ExxonMobil:

In capital intensive industries, long-term success requires clarity of strategy and disciplined execution over many years. The Board evaluates decisions with a focus on resilience, capital productivity, and performance through cycles.

ExxonMobil's transformation reflects a deep understanding of long-cycle investments and structural cost discipline. These changes strengthen the Company's competitive position. Consistent execution of the strategy is essential to delivering durable shareholder value.

18 2026 Proxy Statement

Independent director Director since 2024

Age 52

Committees: Environment, Safety and Public Policy; Nominating and Governance

Attributes and Skills:

Risk management / investment stewardship experience

Public policy / regulatory experience

Global business experience

Financial expertise and portfolio management

Low carbon solutions technology and safety experience

Expertise provided to the Board:

Ms. Powell McCormick brings a rare level of geopolitical, national security, and economic expertise. Her knowledge in these areas and experience leading Goldman Sachs' sustainability efforts help the Board provide oversight of the Company's global strategy and plans. Her investment experience, service in diplomatic and national security roles, and proven ability to navigate cultural and societal challenges, provides a vital understanding of an ever-changing global marketplace.

Qualifications: