8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):             May 1, 2020            

IMPERIAL OIL LIMITED

(Exact name of registrant as specified in its charter)

Canada	0-12014	98-0017682
(State or other jurisdiction           of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

505 Quarry Park Boulevard S.E., Calgary, Alberta                                T2C 5N1

(Address of principal executive offices)                                                              (Zip Code)

Registrant’s telephone number, including area code:                  1-800-567-3776                

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders on May 1, 2020, each of the seven nominees proposed as directors of Imperial Oil Limited (the “Company”) were elected to hold office until the close of the next annual meeting. The votes for the directors were:

D.C. Brownell 639,396,962 shares for and 29,588,636 shares withheld,

D.W. Cornhill 661,610,537 shares for and 7,375,061 shares withheld,

B.W. Corson 644,504,046 shares for and 24,481,552 shares withheld,

K.T. Hoeg 662,212,058 shares for and 6,773,540 shares withheld,

M.C. Hubbs 665,197,308 shares for and 3,788,290 shares withheld,

J.M. Mintz 659,539,737 shares for and 9,445,861 shares withheld, and

D.S. Sutherland 662,963,880 shares for and 6,021,718 shares withheld.

At the same annual meeting of shareholders, PricewaterhouseCoopers LLP was reappointed as the auditor of the Company by a vote of 667,047,066 shares for and 6,054,852 shares withheld.

Item 7.01 Regulation FD Disclosure

On May 1, 2020, Imperial Oil Limited (the “company”) by means of a press release announced the voting results for the election of directors displayed in accordance with Canadian requirements. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits.

The following exhibit is furnished as part of this report on Form 8-K:

99.1	News release of the company on May 1, 2020 announcing the voting results for the election of directors in accordance with Canadian requirements.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMPERIAL OIL LIMITED
Date: May 1, 2020
	By:	/s/ Ian Laing
	Name:	Ian Laing
	Title:	Assistant General Counsel and
		Corporate Secretary
	By:	/s/ Cathryn Walker
	Name:	Cathryn Walker
	Title:	Assistant Corporate Secretary

EX-99.1

Exhibit 99.1

Imperial reports voting results for election of directors

Calgary, AB – May 1, 2020 – Imperial announced at its annual meeting of shareholders held on May 1, 2020, that each of the seven nominees proposed as directors of the company and listed in its management proxy circular dated March 13, 2020 were elected as directors. A total of 668,985,598 shares (90.75 percent of outstanding common shares) were represented in person or by proxy. The percentage of shares represented at the meeting that were voted to elect the individual directors are set out below:

Nominee:	For:	Withheld:
D.C. (David) Brownell	95.58%	4.42%
D.W. (David) Cornhill	98.90%	1.10%
B.W. (Bradley) Corson	96.34%	3.66%
K.T. (Krystyna) Hoeg	98.99%	1.01%
M.C. (Miranda) Hubbs	99.43%	0.57%
J.M. (Jack) Mintz	98.59%	1.41%
D.S. (David) Sutherland	99.10%	0.90%

- 30 -

For further information:
Investor relations	Media relations
(587) 476-4743	(587) 476-7010

After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada’s energy resources.

As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast,

our company remains committed to high standards across all areas of our business.

XML

Document and Entity Information	May 01, 2020
Cover [Abstract]
Entity Registrant Name	IMPERIAL OIL LTD
Entity Address, Country	CA
Amendment Flag	false
Entity Central Index Key	0000049938
Document Type	8-K
Document Period End Date	May 01, 2020
Entity Incorporation State Country Code	Z4
Entity File Number	0-12014
Entity Tax Identification Number	98-0017682
Entity Address, Address Line One	505 Quarry Park Boulevard S.E.
Entity Address, City or Town	Calgary
Entity Address, State or Province	AB
Entity Address, Postal Zip Code	T2C 5N1
City Area Code	800
Local Phone Number	567-3776
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false