Company Name: Exxon Mobil Corp.
Public Availability Date: March 5, 2001
Document Sections:
LETTER OF INQUIRY 1
APPENDIX
APPENDIX
LETTER OF INQUIRY 2
STAFF REPLY LETTER
[LETTER OF INQUIRY 1]
January 8, 2001
VIA NETWORK COURIER
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: Securities Exchange Act of 1934 Section 14(a); Rule 14a-8
Omission of Shareholder Proposal Regarding Sexual Activities of
Employees
Dear Sir or Madam:
Exxon Mobil Corporation ("ExxonMobil" or the "Company") has received the
shareholder proposal attached as Exhibit 1 from Mr. Robert L. Raborn for
inclusion in the Company's proxy material for its 2001 annual meeting of
shareholders. ExxonMobil intends to omit the proposal from its proxy statement
on the grounds set forth in this letter. We respectfully request the concurrence
of the Staff of the Division of Corporation Finance that no enforcement will be
recommended if the Company omits the proposal from its proxy materials. This
letter and its enclosures are being sent to the Commission pursuant to Rule
14a-8(j).
The Proposal
Mr. Raborn's proposal (attached in its entirety as Exhibit 1) provides:
"... that the Board of Directors be required to appoint without delay a
committee composed of persons who are not now nor have ever been a director,
officer, or outside confidant of EXXON corporation, MOBIL corporation, or
EXXONMOBIL CORPORATION, nor of any of its affiliates or subsidiaries, and that
committee be directed to fully commence an investigation, immediately and
without delay, of any and all prior or currently ongoing, acts or patterns of
alleged sexual activity which occurred, or might have occurred within the
EXXONMOBIL corporation, either in its pre-merger corporation, or any of its
affiliates or wholly owned or majority controlled affiliates or subsidiaries,
and issue a final report of its findings and recommendations, including any
recommended actions, including the removal of any director, officer, or employee
responsible for the occurrence of the prohibited activity, or the condoning,
failure to investigate, failing to impose appropriate sanctions and penalties
and/or rewarding and/or promoting any person/persons resulting from their
participation in any prohibited sexual or immoral activity or other prohibited
activity in connection with their employment or association with the EXXONMOBIL
corporation, its pre-merger affiliates (EXXON and MOBIL), and/or any subsidiary
or affiliates.
...that the shareholders recommend that the Board of Directors establish an
oversight committee either within the board, or under their supervision and
control, to review any and all alleged sexual activities reported within the
corporation, to take remedial action including the immediate removal of any
employees involved in sexual activities either on company property, or who have
used in any form or fashion company property or facilities in the furtherance of
sexual activities, or who have engaged in illicit sexual activities while away
from their regular place of employment for company purposes."
Brief Background
This proposal is substantially similar to a proposal submitted by Mr. Raborn for
inclusion in ExxonMobil's 2000 Proxy Statement. That proposal was excluded after
receiving a No-Action letter from the Staff based upon Rule 14a-8(i)(4)
(relating to redress of a personal claim or grievance). Exxon Mobil Corporation
(March 23, 2000). As more fully discussed below, essentially the same proposal
was excluded from the Company's 1999 Proxy as well. Exxon Corporation (December
21, 1998). In each case, Mr. Raborn's call for action by the Board stems from a
dispute between Mr. Raborn and a female employee of ExxonMobil (the "Employee").
According to his letter which accompanied this year's proposal (Exhibit 2)an
almost exact duplicate of the attachment to his resolution last yearMr. Raborn
has filed suit against the Employee in the 19th Judicial District Court, East
Baton Rouge Parish, Louisiana, as well as in the City Court of Baton Rouge,
Louisiana. (See page 2 of Exhibit 2; see also Exhibit 3 for an incomplete copy
of the lawsuit provided to the Company by Mr. Raborn.) As far as we can discern,
the lawsuit filed in the 19th Judicial District Court relates to (i) recovery of
legal fees allegedly owed by Employee to Mr. Raborn in connection with services
he rendered as her attorney in several lawsuits filed by Employee and (ii)
recovery of a car, jewelry, other items and cash that he allegedly gave to
Employee while the two were cohabitating. Mr. Raborn also describes in detail
within the petition various alleged sexual encounters involving Employee.
Apparently, the dispute between Mr. Raborn and Employee arose after the two
ended their personal relationship.
Mr. Raborn has sent extensive documentation to various employees of ExxonMobil
over the past several years relating to the alleged sexual activities of the
Employee1. He has also called various in-house lawyers, security personnel and
employees in the Office of the Secretary seeking redress of his claims and
attempting to have Employee's job terminated. Mr. Raborn apparently submitted
his shareholder proposal, at least in part, because Employee is still in a
"responsible position of employment" with ExxonMobil. (See second paragraph of
Exhibit 2.)
Summary of Reasons for Omission
Proposal Relates to Personal Grievance (Rule 14a-8(i)(4))
This proposal is merely a further attempt by Mr. Raborn to advance his personal
interest in attacking the reputation of Employee and having her employment
terminated. Mr. Raborn has a long history of airing his grievance to multiple
employees of the Company. This proposal directly relates to his personal
grievance and is designed to further a personal interest not shared by
shareholders at large.
Proposal Relates to Ordinary Business Matters (Rule 14a-8(i)(7))
Mr. Raborn's proposal relates to the oversight of the workforce (specifically,
setting up rules to govern reports of sexual misconduct and to provide for the
discipline of employees who have engaged in such conduct). Such issues relate to
ordinary business matters and have routinely been excludable from proxy
materials.
Proposal is Not a Proper Subject for Action by Shareholders (Rule 14a-8(i)(1))
The proposal mandating the creation of an investigatory committee relates to
matters of business policy solely in the purview of the officers and directors
under New Jersey law.
Reasons for Omission
Proposal Relates to Personal Grievance of the Shareholder (14a-8(i)(4))
Rule 14a-8(i)(4) provides that a proposal may be omitted if it,
"... relates to the redress of a personal claim or grievance against the company
or any other person, or if it is designed to result in a benefit to [the
proponent], or to further a personal interest, which is not shared by the other
shareholders at large." (emphasis added)
The purpose of the rule, according to the SEC, is to prevent security holders
from abusing the shareholder proposal process in order to achieve personal ends
that are not necessarily in the common interest of the issuer's shareholders
generally. See Release No. 34-20091 (August 16, 1983).
As mentioned in the "Brief Background" section above, the proponent has been
waging a campaign to alert Company personnel of Employee's alleged sexual
activities. Mr. Raborn has had numerous telephone conversations with, and mailed
tensif not hundredsof documents to Company personnel relating to Employee
since 1997. All of such documents and conversations relate to Mr. Raborn's
attempt to make the Company aware of Employee's alleged immoral conduct and to
have her employment terminated. This campaign has continued even though the
Company undertook and completed a thorough investigation of the allegations
after hearing of them.
In addition to his proposal (which, in its original form, was three pages and
over 1200 words long), Mr. Raborn submitted more than a dozen other documents as
specified on pages 2 and 3 of Exhibit 2. Such documents include one of the
lawsuits he filed, which details multiple alleged incidents of sexual activity
by Employeesee paragraphs 56-60 of his petition, attached as Exhibit 3. (Note
that Mr. Raborn had initially named the Company as a party to one of the suits
(relating to recovery of health insurance benefits for Employee stemming from
injuries which were the subject of a case in which Mr. Raborn represented
Employee), though the case was dismissed against the Company.) The documents
also include alleged diary entries of Employee and a letter to the Company's
Vice PresidentInvestor Relations and Secretary urging the Company to take "the
necessary corrective action" with respect to Employee.
Just as was the case with his proposal submitted for inclusion in last year's
proxy, we believe Mr. Raborn is attempting to use the Company's proxy statement
as an additional means of redressing his personal grievance against Employee.
Mr. Raborn has attempted to draft parts of his proposal in a manner that
superficially appear to relate to matters of general interest. However, when his
submission is viewed in its totality, it is clear that it is just one more
attempt to continue his long campaign of publicizing Employee's alleged behavior
and attempting to have her employment terminated. His proposal plainly relates
to the same issue as last year's proposal (which was justifiably excluded) and
which he has been discussing with the Company for years.
The text of his proposal, all the ancillary documents submitted by Mr. Raborn,
and the long history of correspondence and communication between the Company and
Mr. Raborn concerning his personal grievance against Employee make it clear that
he is trying to further his personal agenda of having Employee's employment
terminated.
The Staff has indicated that the shareholder proposal process may not be used as
a tactic to redress a personal grievance, even if a proposal is drafted in such
a manner that it could be read to relate to a matter of general interest. See
Release No. 19135 (Oct. 14, 1982) (stating that "a proposal, despite its being
drafted in such a way that it might relate to matters which may be of general
interest to all security holders, properly may be excluded under paragraph
(c)(4) [now (i)(4)], if it is clear from the facts presented by the issuer that
the proponent is using the proposal as a tactic designed to redress a personal
grievance or further a personal interest").
See also the following No-Action letters where the Staff took a no action
position regarding omission of the proposal based on the "personal grievance"
rationale:
[] Unocal Corporation (March 30, 2000) (proposal requiring company take
specified actions regarding underground tanks and dismissing employees and legal
counsel under specified circumstances, where proponent had been an unsuccessful
litigant against company);
[] Phillips Petroleum Company (March 8, 2000) (proposal modifying executive
compensation to be more performance accountable, where proponent was a former
employee whom had been discharged by the company);
[] Johnson & Johnson (January 7, 2000) (proposal requiring adoption of a policy
of compensating inventors of any product manufactured, distributed or sold by
the issuer, where proponent was an individual who had a dispute with the Company
over compensation for alleged development of a product);
[] The Southern Company (December 10, 1999) (proposal requiring that the Company
form a shareholder committee for the purpose of investigating complaints against
the company's management, where the proponent was a disgruntled former
employee);
[] Phillips Petroleum Company (March 4, 1999) (proposal relating to amending
Phillips' bylaws to require shareholder approval prior to the "alienation" of
assets exceeding a certain amount, where proponent was an ex-employee who had
conducted an "extensive, ongoing correspondence campaign directed toward
numerous Company executives");
[] US West, Inc. (December 2, 1998) (proposal resolving that management be
advised of shareholder dissatisfaction with their actions relating to a cash
payment in lieu of issuing fractional shares in connection with a "split-off',
where proponent apparently was upset at paying a tax preparer $200 to research
the capital gain associated with his receipt of a cash payment for a fractional
share);
[] CBS Corporation (March 4, 1998) (proposal mandating that the Company amend
its policy regarding unvested stock options, where proponent was a former
employee who disagreed with the stock option vesting rules);
[]; Station Casinos, Inc. (October 15, 1997) (proposal recommending that the
company obtain liability insurance, where proponent previously represented a
client in connection with a suit filed against the company); and
[] International Business Machines (January 13, 1995) (proposal requesting
establishment of an arbitration mechanism, where proponent had engaged in a
lengthy campaign of complaints to the company concerning software he had
purchased).
In each of these cases, the proponent tried to couch the proposal in terms that
appeared to be of general interest to security holders, but which were, in fact,
designed to provide a forum for a personal grievance. The Company believes that
Mr. Raborn's proposal clearly relates to the redress of a personal claim or
grievance against an employee of the Company and is designed to result in a
benefit to Mr. Raborn not shared by shareholders at large. There can be little
doubt that his submission of the shareholder proposal was motivated by his
dispute with Employee. All of his supporting documents, correspondence and
discussions with the Company have involved the same issue he raises in his
proposal: alleged sexual conduct. Taking into account the facts of this
situation and precedent set by prior no action letters, we believe the proposal
may be omitted pursuant to Rule 14a-8(i)(4).
Future Relief Under Rule 14a-8(i)(4):
If the Staff advises that it will not recommend any enforcement action if the
Company omits the Proposal as a personal claim or grievance, we request that the
Staff permit the Company to apply such advice to any similar stockholder
proposal by Mr. Raborn in future years.
This is the third time Mr. Raborn has sought to have a similar proposal included
in the Company's Proxy Statement. The first proposalsubmitted in connection
with the 1999 Proxy Statementwas excluded on procedural grounds. Exxon
Corporation (December 21, 1998). The second was excluded as a personal grievance
as discussed above. Exxon Mobil Corporation (March 23, 2000).
The Staff has noted that the costs and time associated with dealing with such
proposals do a disservice to the interests of stockholders as a whole. SEC
Release No. 34-19135 (October 14, 1982). Each submission unnecessarily diverts
the resources of the Company as well as of the Staff to review essentially the
same materials without a change in the result. In similar cases where the same
proponent has kept submitting a personal grievance as a stockholder proposal,
the Staff has permitted its no-action advice to apply to future submissions of
the same or similar proposals by the same proponent, deeming a company's
no-action request as satisfying its future obligations under Rule 14a-8. The
most recent case appears to be Unocal Corporation (March 30, 2000) referenced
above, where the Staff agreed that any future submissions of the same or similar
proposal by the same proponent could be excluded under 14a-8(j).2 In each such
case, the Staff stated that its response would also apply to any future
submissions to the company of the same or similar proposals by the same
proponent, and that the company's no-action request would be deemed to satisfy
its future obligations under Rule 14a-8 with respect to such proposals.
The Company requests that the Staff permit its response to this no-action
request to also apply to any future submissions of the same or similar proposals
by Raborn, and that this no-action request be deemed to satisfy the Company's
future obligations under Rule 14a-8 with respect to any such proposals.
Proposal Relates to Ordinary Business Matters (14a-8(i)(7))
Among other demands, Mr. Raborn's proposal requests the establishment of an
oversight committee to "review" claims of alleged sexual activities, and to
"take remedial action" against employees that use the Company's facilities for
sexual activities or engage in illicit sexual activities while away from their
regular place of employment for company purposes. Such oversight of the
workforce is clearly a matter of ordinary business, properly left to management.
Thus, the Company believes that this proposal is excludable under Rule
14a-8(i)(7).
Rule 14a-8(i)(7) provides that a proposal may be excluded from a Company's proxy
materials where it involves "...a matter relating to the Company's ordinary
business operations." The Commission has stated that one of the policies
underlying this exclusion rests on the following consideration:
"The first [consideration] relates to the subject matter of the proposal.
Certain tasks are so fundamental to management's ability to run a company on a
day-to-day basis that they could not, as a practical matter, be subject to
direct shareholder oversight. Examples include the management of the workforce,
such as the hiring, promotion, and termination of employees..." Release No.
34-40018 (May 21, 1998) (emphasis added).
While the Commission says in the same release that an exception to this
principle is made where significant social policy issues are implicated, Mr.
Raborn's proposal does not raise such issues.
The Staff has repeatedly taken a no-action position in connection with
shareholder proposals addressing matters related to management of the workforce.
For example, the Staff concurred with Intel Corporation's omission of a proposal
that recommended that the board implement an "employee bill of rights" on the
grounds that the proposal related to Intel's ordinary business operations (i.e.,
management of the workforce). Intel Corporation (March 18, 1999). In American
Brands, Inc. (December 21, 1992), the Staff concurred with the company that it
could exclude a proposal that requested a report on the company's policies
relating to its work environment and employees and smoking. The Staff agreed
with the company that such proposal related to the conduct of the company's
ordinary business operations (i.e., management of the place of business).
Mr. Raborn's proposal relates directly to oversight of employee behavior and
decisions to dismiss employees. These matters are fundamental to management's
ability to run a company on a day-to-day basis and should not be subject to
shareholder oversight. For this reason, we believe that this proposal may be
omitted pursuant to Rule 14a-8(i)(7).
Proposal is Not a Proper Subject for Action by Shareholders (Rule 14a-8(i)(1))
Rule 14a-8(i)1 permits the exclusion of a shareholder proposal in proxy
materials, "...if the proposal is not a proper subject for action by
shareholders under the laws of the jurisdiction of the company's organization."
The New Jersey Business Corporation Act (NJBCA) provides that, "The business and
affairs of a corporation shall be managed by or under the direction of its
board, except as in this act or in its certificate of incorporation otherwise
provided." N.J.S.A. 14A:6-1(1). There is no provision in the Company's
Certificate of Incorporation or By-Laws that limits or affects the authority of
the Board to manage the business. In this case, the proposal mandating the Board
appoint a committee of outsiders for specific purposes involves a matter of
business policy within the purview of the Company's Board of Directors and is
not a subject for action by shareholders.
Conclusion
For the foregoing reasons, we respectfully request that the Staff concur in our
opinion that the proposal may be excluded from ExxonMobil's 2001 proxy
materials.
If you have any questions or require additional information, please contact the
undersigned directly at 972-444-1467. In my absence, please contact Lisa K. Bork
at 972-444-1473. Please file-stamp the enclosed copy of this letter without
exhibits and return it to me. In accordance with SEC rules, I also enclose five
additional copies of this letter and the enclosures. A copy of this letter and
the enclosures is being sent to Mr. Raborn.
Very truly yours,
Enclosures
cc: R. L. Raborn
-----FOOTNOTES-----
1 As indicated in the letter to Exxon's Chairman accompanying the proposal (see
Exhibit 2), Mr. Raborn enclosed numerous documents along with his proposal,
including diary entries and handwritten notes allegedly made by Employee as well
as an incomplete copy of the petition relating to one of the lawsuits filed by
Mr. Raborn against the employee. It is not clear why Mr. Raborn did not submit a
complete copy of the petition either last year or this year.
2 See also United Technologies Corp. (Dec. 6, 1996), the same proponent twice
submitted the same proposal related to a personal claim or grievance that had
been the subject of previous litigation; IBM (Nov. 22, 1995), the same
ex-employee twice submitted a similar proposal relating to a personal claim or
grievance that had been the subject of previous litigation; Cabot Corp. (Nov. 4,
1994), the same proponent submitted stockholder proposals eight times relating
to the same personal claim or grievance; Texaco, Inc. (Feb. 15, 1994), the same
proponent submitted stockholder proposals twice relating to a personal claim or
grievance that had a long history of confrontation and litigation with the
company; and in International Business Machines Corp. (Dec. 29, 1994), the same
proponent had submitted stockholder proposals 11 times relating to the same
personal grievance.
[APPENDIX]
EXHIBIT 1
PROPOSED RESOLUTION
WHEREAS the shareholders have a right to know if there have been any actions or
findings that the ExxonMobil Corporation, and/or any of its officers, directors,
agents, or employees or owned affiliates and subsidiaries have violated any
state or federal law, administrative rulings, or provisions of the corporate
charter or its bylaws by allowing, condoning, failing to investigate, failing to
impose penalties and sanctions, and even promoting or rewarding, any prohibited
sexual or immoral conduct and activities by any person or other entity related
to, or in connection with, their employment, or association with, the ExxonMobil
Corporation;
FURTHER that the Board of Directors should be required to establish an oversight
committee to insure that employees do not use EXXON's assets and facilities for
sexual or other immoral or prohibited activities; further, to insure that a
procedure is established to allow any person, employee or non-employee, to
confidentially report any such prohibited activity; and to insure that any
employee who engages in such sexual conduct and related activities in violation
of the rules shall be immediately sanctioned;
THEREFORE, BE IT RESOLVED, that the Board of Directors be required to appoint
without delay a committee composed of persons who are not now nor have ever been
a director, officer, or outside confidant of EXXON corporation, MOBIL
corporation, or EXXONMOBIL CORPORATION, nor of any of its affiliates or
subsidiaries, and that committee be directed to fully commence an investigation,
immediately and without delay, of any and all prior or currently ongoing, acts
or patterns of alleged sexual activity which occurred, or might have occurred
within the EXXONMOBIL corporation, either in its pre-merger corporations, or any
of its affiliates or wholly owned or majority controlled affiliates or
subsidiaries, and issue a final report of its findings and recommendations,
including any recommended actions, including the removal of any director,
officer, or employee responsible for the occurrence of the prohibited activity,
or the condoning, failure to investigate, failing to impose appropriate
sanctions and penalties and/or rewarding and/or promoting any person/persons
resulting from their participation in any prohibited sexual or immoral activity
or other prohibited activity in connection with their employment or association
with the EXXONMOBIL corporation, its pre-merger affiliates (EXXON and MOBIL),
and/or any subsidiary or affiliates.
BE IT FURTHER RESOLVED, that the shareholders recommend that the Board of
Directors establish an oversight committee either within the board, or under
their supervision and control, to review any and all alleged sexual activities
reported within the corporation, to take remedial action including the immediate
removal of any employees involved in sexual activities either on company
property, or who have used in any form or fashion company property or facilities
in the furtherance of sexual activities, or who have engaged in illicit sexual
activities while away from their regular place of employment for company
purposes.
Submitted by:
Robert L. Raborn, shareholder
10954 Joor Road, Suite "B"
Baton Rouge, LA 70818
Telephone: 225/261-6577
Fax: 225/261-6577
[APPENDIX]
EXHIBIT 2
December 13, 2000
Mr. Lee R. Raymond, Chairman
EXXON CORPORATION
5959 Las Calinas Blvd
Irving, TX 75039-2298
Subject: Proposed Shareholder Resolution2001 Annual Meeting
Dear Mr. Raymond:
In addition to the resolution, I am enclosing supporting materials which outline
actions of Miss Brenda Joyce Willis, an employee of the EXXON Baton Rouge
Chemical Plant, and which I feel bear heavily upon the reasons why the
resolution should be presented to the shareholders for approval.
In my opinion, Exxon management has failed completely in representing the
stockholders best interests in this matter. I have in the past notified and sent
documentation of the sexual activities of Brenda Willis, and the relationship
between Miss Willis and Charles A. "Chuck" Kaiser, to Bill Rainey, manager of
the Baton Rouge Chemical Plant, Jimmy Sturdevant, corporate security, and Ron
Jarvis. To my knowledge, nothing has been done, and both Miss Willis and C.A.
Kaiser are still in responsible positions of employment with the Baton Rouge
Chemical Plant. How can management continue to place their trust in employees
who have violated the trust that EXXON has placed in them to conduct the
business of the corporation? Miss Willis' actions have involved others outside
of EXXON. Please note that she has also judicially admitted to having sex with
Mr. Malcom Stein, former president and chairman of the board at Piccadilly
Cafeterias (see attachments #5-#6). Miss Willis made extensive use of EXXON
plant telephone, credit cards, and delivery of airline tickets in relation to
her involvement with Mr. Stein. Both Mr. Kaiser and Mr. Stein were (and I
presume still are) married men.
I urge you, as chairman, to look into the matter and take whatever actions are
mandated to protect the shareholders interest in this matter.
I am enclosing the following:
1) Proposed shareholder resolution;
2) Petition filed in 19th Judicial District Court, East Baton Rouge Parish,
Louisiana, against Brenda Joyce Willis, an employee of EXXON's Baton Rouge
Chemical Plant; (a similar petition, but covering different debts owed by Miss
Willis has been filed in the City Court of Baton Rouge, Louisiana)
(Note: The 19th JDC suit is still pending, but EXXON has been dismissed from
that suit. Plaintiff inadvertently named EXXON rather than First Health
Corporation, as the Plan administrator);
3) Letter to Mr. Peter Townsend/Mr. Ron Jarvis, Exxon corporate headquarters,
dated April 29, 1998.
4) Two (2) pages of various diary entrees by Brenda Willis describing her
traveling to Dallas and Houston, Texas to meet Malcom Stein and spend nights
with him. Airplane tickets for the flight were ordered from the Baton Rouge
Chemical Plant, delivered to Miss Willis at her office in the Baton Rouge
Chemical Plant, and paid for via a credit card issued to her by the Baton Rouge
Chemical Plant.
5) May 10, 1994, diary entry by Brenda Willis showing that C.A. Kaiser, EXXON
Department Head, visited her at her house in the middle of the workdaya
Tuesday. Brenda Willis said that they had intercourse on that occasion.
6) Marked up map in the handwriting of Brenda Willis showing the location of the
Omni Royale Hotel in New Orleans, and with hand written directions how to get
there. Brenda Willis said that she spent the night of September 20, 1993, in the
Omni Hotel with C.A. Kaiser, Exxon Employee (Department Head). C.A. Kaiser was
allegedly in New Orleans on EXXON company business.
7) Diary entrees of May 8-13, 1990, by Brenda Willis describing an official
EXXON business trip made by Brenda Willis (Chem Plant rail coordinator) to the
Union Tank Car facility at Harvey, Illinois. She stated that she had sexual
intercourse on three successive nights with three different peoplewhile on
EXXON business.
8) Handwritten note by Brenda Willis stating that while she was moving her
furniture from one apartment to another, she was provided with a "sheriff escort
(paid for by EXXON)". C.A. Kaiser was head of plant security at the Baton Rouge
Chemical Plant at that time.
9) Formal request to Brenda Willis that she admit she had sexual intercourse
with C.A. "Chuck" Kaiser, department head at the EXXON Baton Rouge Chemical
Plant.
10) Formal admission by Brenda Willis' that she did in fact have sexual
relations with C.A. "Chuck" Kaiser.
11) Formal request to Brenda Willis that she admit she had sexual intercourse
with Malcom Stein, former president and chairman of the board of directors of
Piccadilly Cafeterias, Inc.
12) Formal admission by Brenda Willis that she had sexual intercourse with
Malcom Stein since 1982, and apparently so many times that she could not
remember the separate occasions. The relations occurred over a period of many
years, and in Louisiana, Texas, Alabama, and other states with essentially all
personal contact, travel arrangements, and ticket purchases and delivery being
made to or from Miss Willis' office at the EXXON Baton Rouge Chemical plant, and
paid for with an EXXON issued credit card.
Please advise me of your response to this proposed shareholder resolution.
Sincerely,
Robert L. Raborn,
EXXON Shareholder
Encl: see above
[LETTER OF INQUIRY 2]
January 17, 2001
Ms. Paula Dubberly, Chief Counsel
Division of Corporate Finance
Mail Stop 4-Z
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Subject: Securities Exchange Act of 1934: Rule 14a-8
Rebuttal to ExxonMobil action to omit Shareholder
Proposal
Dear Ms. Dubberly:
This letter will confirm my telephone conversation of Tuesday, January 16, 2001,
with Mr. Jonathan Ingram, attorney with your office.
I advised him that I wished to file with your office a rebuttal to the
ExxonMobil letter dated January 8, 2001, signed by William R. Buck, Counsel.
ExxonMobil has requested that your staff concur with their decision to exclude
my shareholder proposal from ExxonMobil's 2001 proxy materials.
I think ExxonMobil should be required to include my proposal in its proxy
materials, and I will file my rebuttal memorandum (and 6 copies) with your
office in the near future and send a copy to Mr. Buck with ExxonMobil.
Please confirm receipt of this letter and my request to file an opposition
memorandum.
Sincerely,
Robert L. Raborn,
Attorney at Law
Encl: 6ccs this letter
CC: Mr. William R. Buck, Counsel
ExxonMobil Corporation
5959 Las Colinas Blvd
Irving, Texas 75039-2298
[STAFF REPLY LETTER]
March 5, 2001
Response of the Office of Chief Counsel
Division of Corporation Finance
Re: Exxon Mobil Corporation
Incoming letter dated January 8, 2001
The proposal relates to establishing a committee to investigate and review
sexual activities, and to take remedial action, including removal of employees
involved in sexual activities on company property or while away from their
regular place of employment for company purposes.
There appears to be some basis for your view that ExxonMobil may exclude the
proposal under rule 14a-8(i)(4) because it appears to relate to the redress of a
personal claim or grievance or is designed to result in a benefit to the
proponent or further a personal interest, which benefit or interest is not
shared with other security holders at large. Accordingly, we will not recommend
enforcement action to the Commission if ExxonMobil omits the proposal from its
proxy materials in reliance on rule 14a-8(i)(4). In reaching this position, we
have not found it necessary to address the alternative bases for omission upon
which ExxonMobil relies.
This response shall also apply to any future submissions to ExxonMobil of the
same or similar proposal by the same proponent. Accordingly, we will deem
ExxonMobil's statement under rule 14a-8(j) to satisfy ExxonMobil's future
obligations under rule 14a-8(j) with respect to the same or similar proposals
submitted by the same proponent.
Sincerely,
Michael D.V. Coco
Attorney-Adviser
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