SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant þ
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| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| x | Soliciting Material Under Rule 14a-12 |
Exxon Mobil Corporation
(Name of Registrant as Specified in Its Charter)
Engine No. 1 LLC
Engine No. 1 LP
Christopher James
Charles Penner
Gregory J. Goff
Kaisa Hietala
Alexander Karsner
Anders Runevad
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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| o | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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Engine No. 1 LLC added the following “splash” page to its website, www.engine1.com, which will be accessible to shareholders of Exxon Mobil Corporation. The splash page references certain third-party articles, which are reproduced below in their entirety in Exhibit 1 attached hereto. On December 17, 2020, CNBC's Power Lunch discussed Engine No. 1's efforts to effectuate change at Exxon Mobil Corp., a clip of which Engine No. 1 LLC may post to its websites www.ReenergizeXOM.com and www.engine1.com from time to time. A transcript of the clip and certain images from the clip are attached hereto as Exhibit 2. Attached hereto as Exhibit 3 is an updated biography of Anders Runevad that Engine No. 1 LLC posted to www.ReenergizeXOM.com.
Exhibit 1
Exhibit 2
Leslie Picker: It used to be that ESG meant screening out companies that don't comply, but lately activist investors are screening in companies that would be the antithesis of ESG, like big oil and then pushing for changes. That's what's going on at Exxon right now. A new firm called Engine No. 1 led by an under the radar hedge fund manager, Chris James, is running a proxy fight seeking to overhaul the business by installing four directors to the board. Their bulk of their goal is to diversify the business into more clean energy while slashing costs elsewhere to ensure that that sacred dividend is protected. Now the 17-day old firm has just $250 million dollars in assets, mostly James's own money and its stake in Exxon is a nominal $40 million dollars or about .02% of Exxon's market cap but CalSTRS already supports the proposal and D.E. Shaw has reportedly built up a position and is pushing for similar demands as Engine No. 1. As Josh Black of Activist Insight puts it, "Building and maintaining its coalition of outside investors will be a formidable challenge but if marrying environmental impact and profitability proves to be a winning strategy, the next few years will see that convergence continue." In other words, expect more campaigns like this one in 2021.
Tyler Mathisen: On its own the sort of upstart investment fund that you mentioned there that has .002% of Exxon shares, about $40 million dollars, are they working in concert with the likes of D.E. Shaw and the other one you mentioned or are they all moving independent of one another or just sort of attracted to the same basic idea?
Leslie: That's a great question. They're working in concert with CalSTRS. That's been out there as publicly disclosed as a group, but with D.E. Shaw it's not exactly clear if they're working together as a group which has a special SEC connotation, if you will, and has different types of meaning as it pertains to a certain activist.
Exhibit 3
