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Exxon Mobil Corporation (XOM)

May 30, 2012 10:00 am ET


Rex W. Tillerson - Chairman, Chief Executive Officer, President, Chairman of Finance Committee and Chairman of Executive Committee

David S. Rosenthal - Vice President of Investor Relations and Secretary


Tracey Rembert

Michelle Miller

Michael Crosby

Patricia Daly


Rex W. Tillerson

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It's a little bit after 9 a.m. so I would ask that the meeting please come to order. I'm Rex Tillerson, Chairman and Chief Executive Officer of the Exxon Mobil Corporation. And I am pleased that so many of you are with us today in person, but I also want to welcome our shareholders around the world who may be joining us by way of the Internet as well. I hope you enjoyed seeing the faces of employees in the montage that's been playing on the screen behind me and as well as hope you had an opportunity to meet some of our employees up close and personal in visiting the various exhibits in the foyer this morning. These are some of the more than 82,000 men and women of ExxonMobil, people who work 24/7, 365 days a year on your behalf around the world. Many of them are working in challenging locations to deliver the energy that consumers around the world need, and I am proud to represent them today and represent their efforts.

I'll have the opportunity to report to you on our financial and operating results, but I'm really reporting to you on their results, and I'm privileged to stand here today to speak on their behalf. David Rosenthal is seated to my right. He is the Vice President of Investor Relations and the Corporate Secretary. He will help me run the meeting today. I will introduce the members of the board to you later in the meeting.

As mentioned on Page 2 of the proxy statement, it is the policy of the corporation to provide shareholders an opportunity for privacy in voting. For shareholders who returned their proxy cards without written comments, the voted proxies have not been seen by nor reported to the corporation, except in aggregate numbers. Anyone turning in a proxy card at this meeting who wishes to keep his or her votes secret may obtain an envelope from the ushers. Proxy cards will be collected later in the meeting.

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A list of shareholders entitled to vote at this meeting or at any adjournment thereof is available for inspection. If anyone wishes to examine this list, an usher will be pleased to direct you to the proper location. Charles Rossi and Shirley Nessralla of Computershare Trust Company have been appointed inspectors of the election for this meeting. They have taken an oath of office that has been delivered to the secretary for filing with the minutes of the meeting. Notice of this meeting has been properly given and the inspectors of election have determined that a quorum is present. There are more than 112,000 shareholders represented at this meeting, holding at least 3.8 billion shares or approximately 83% of the issued and outstanding shares of stock of the corporation entitled to vote. I direct that the inspectors' written determination as to the number of shares entitled to vote at the meeting be filed with the minutes. I declare a quorum present and the meeting ready for business.

I'd now like to explain our plan for conducting the meeting today. First, Secretary Rosenthal will outline the rules of conduct and how to gain recognition. Then I will make some brief comments about our business results and the future we see for your company. After that, the 9 items of business will be presented, beginning with the election of directors, the ratification of independent auditors, the advisory vote to approve executive compensation as required by law. Then we will continue with the 6 shareholder resolutions shown in the proxy statement, which was sent to all shareholders. As described in the annual meeting program, discussion on the 9 items of business will be deferred until all items have been presented. Time permitting, we will respond to some of the questions submitted ahead of time via proxy cards and the Internet. Upon completion of the discussion on the items of business and voting, the polls will be closed, the formal business of this year's annual meeting will be concluded, and the inspectors of election will prepare their preliminary voting report.

While this is occurring, there should be some time for additional comments and questions about ExxonMobil's business. When the inspectors are ready, I will ask them to give us their voting report. We will then conclude the meeting. At this time, let me turn the podium to David Rosenthal to discuss the rules of conduct.

David S. Rosenthal

Good morning. I would now like to cover several aspects of today's meeting. First, as we typically note at the outset of similar meetings, statements of future events or conditions included in Mr. Tillerson's remarks today are forward-looking statements. Actual future results, including demand growth and mix, resource recoveries, volume growth, capital expenditures and project outcomes could differ materially due to factors discussed and those noted under the caption Factors Affecting Future Results on the Investors section of our website. I also refer you to the frequently used terms posted on our website, which include definitions of some of the key financial and operating measures we will use today and additional important information.

Before we continue today, I would like to take this opportunity to familiarize everyone with the safety features of this auditorium. In case of an emergency, we will be notified through the public address system. Emergency exits for the ground level as shown on the screen above me, are situated at the rear of the auditorium, where you entered, and down front on either side. If we need to evacuate, just proceed to the nearest exit and the Meyerson personnel will guide you to the best way out. In addition, for safety reasons, please do not stand in the aisles or at the back of the hall and do not block the exits.

To ensure that the meeting is conducted in the interest of all shareholders, there are certain rules of conduct governing this meeting. These rules are posted on signs at the entrances to this meeting, are included in the program and are shown on the screen above me. Let me now cover several of the rules.

The distribution of pamphlets and other literature, banners, signs and other displays is strictly prohibited in this hall. Anyone who intentionally obstructs or interferes with this lawful meeting by physical action or verbal utterance is in violation of Texas law. Any persons engaging in such conduct will be asked to cease. And if they refuse, they will be escorted from the meeting. The laws of New Jersey, where ExxonMobil is incorporated, provide that no business can be brought up for a vote unless proper notice has been given to all shareholders. Therefore, in fairness to other shareholders not in attendance, and in keeping with the laws that govern our annual meeting, formal business at today's meeting is restricted to the items included in this year's proxy statement.

Additional proposals may not be introduced from the floor. So we can be fair to speakers and other shareholders, please turn off all cell phones and pagers at this time.

In order to present a proposal, you must have checked in at the admissions desk in the lobby and verified that you are the proponent or a representative of the proponent duly authorized under New Jersey law. Presenters whose credentials have been verified will be given a blue presenters pass. If neither the proponent nor an authorized representative has checked in and obtained a presenters pass, we will presume the proponent is not present. And I will move the proposal for the purposes of the orderly conduct of the meeting and so that the shareholder votes cast may be recorded. However, I will not be acting as a representative of the proponent. The authorized presenter of a shareholder proposal will have up to 3 minutes to present the proposal. Time may not be shared with another speaker. No second to the motion is required. Discussion on all items of business will be deferred until the discussion period later in the meeting.

Only shareholders as of the record date or their properly appointed proxies are entitled to speak at this annual meeting of ExxonMobil shareholders. Shareholders making comments during the meeting must speak or have their words translated into English so that the majority of the shareholders present can understand what is being said. Comments that are offensive or otherwise inappropriate will not be permitted. We would also ask that any issues of personal interest that are not relevant to all shareholders be raised directly with appropriate company representatives outside of the annual meeting. We request that individual shareholders respect the rights of others to speak and keep their comments as brief as possible. As noted in the proxy statement, the Chairman has broad authority to conduct the meeting in an orderly and timely manner.

If you wish to make comments, you must first fill out a speaker identification card that is included in the program that was provided to you as you entered the lobby. This card confirms that you meet the requirements to speak at this meeting. Give the completed card to the usher when you are recognized to address the meeting.

To ensure that as many shareholders as possible who want to address the meeting today have the opportunity to do so, we ask you to follow these additional instructions. If you would like to address the meeting, move to a reserved aisle seat. Remain seated and raise your hand holding your speaker identification card to indicate to the Chairman that you wish to speak. When recognized by the Chairman, give your completed speaker card to the usher and a microphone will be provided. Stand and begin by stating your name. Unless otherwise provided in these rules, you may speak for up to 2 minutes. Due to the large number of items on today's agenda, and the need to conclude the meeting within a reasonable period of time, we cannot assure that every shareholder who wishes to speak will be able to do so. First priority will be given to those who have not yet had an opportunity to speak.

As we have done in the past, we have provided a timing system with lights that will help speakers manage their time. I would like to demonstrate the system at this time. When the Chairman recognizes a speaker and a microphone has been provided by the usher, a green light will come on at the displays on both sides of the stage. The hall microphones will be activated only after the speaker has been recognized by the Chairman. When the speaker's time remaining reaches 30 seconds, a yellow light will turn on. A red light will indicate the speaker is at the end of the time allowed. Thank you.

Rex W. Tillerson

Thank you, David. Shortly, we will address our items of business. I would first like to share with you some highlights from year 2011 financial and operating results and discuss ExxonMobil's competitive advantages.

Our approach to managing the business continues to distinguish ExxonMobil and places us in a unique position to help meet the world's evolving energy needs and deliver ongoing value to our shareholders over the long term. I'll start with a review of our financial and operating performance.

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