Company Name: Exxon Mobil Corp.
Public Availability Date: March 21, 2006
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX 1
INQUIRY LETTER
APPENDIX 2
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
January 20, 2006
VIA NETWORK COURIER
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, DC 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
shareholder proposal on biodiversity
Gentlemen and Ladies:
Enclosed as Exhibit 1 are copies of correspondence between Green Century Capital
Management and Exxon Mobil Corporation regarding a shareholder proposal for
ExxonMobil's upcoming annual meeting. We intend to omit the proposal from our
proxy material for the meeting for the reasons explained below. To the extent
this letter raises legal issues, it is my opinion as Counsel for ExxonMobil.
Proposal has been substantially implemented.
The proposal requests preparation of a report on potential environmental damage
from drilling in protected areas, with special emphasis on business practices
and policies relating to biodiversity.
The proposal is a repeat of a shareholder proposal submitted to ExxonMobil for
our 2005 annual meeting. For the 2005 proposal, ExxonMobil submitted a no-action
letter arguing that the proposal could be omitted, among other grounds, on the
basis that the proposal had been substantially implemented through ExxonMobil's
existing practices as summarized in our Corporate Citizenship Report. The staff
was unable to concur with that request. Exxon Mobil Corporation (available March
18, 2005).
ExxonMobil places great importance on keeping investors well informed regarding
our business and on addressing areas of particular shareholder interest. In
light of questions we continue to receive from time to time from other investors
and the resubmission of this proposal, we have prepared and will soon be posting
on our website new material that includes information responsive to this
proposal and that we believe substantially implements the proposal within the
meaning of Rule 14a-8(i)(10).
This new information to be published on our website addresses each of the key
issues raised by the proposal and includes the following:
Our Biodiversity Position Statement;
A description of our approach to environmental responsibility in protected
areas as well as areas without formal "protected" status;
A discussion of the link between biodiversity conservation and human welfare,
cultural diversity, and environmental conservation;
A discussion of our Biodiversity Action Planning, a component of the
Environmental Business Planning process that we apply both to current operations
and potential new projects;
The incorporation of biodiversity considerations in our Environmental/Social
Impact Assessments (ESIAs); and
A case study illustrating our biodiversity principles in practice. From time
to time, we expect to add additional case studies to this area of the website to
illustrate the application of our principles in other real-world situations.
A copy of the new information is attached as Exhibit 2 and will be posted
shortly on ExxonMobil's website at www.exxonmobil.com. Exhibit 2 also includes
samples of additional information, including relevant documents from third-party
websites1 and publicly-available ESIAs, that will be incorporated by hot-link
from the new biodiversity site. We will provide printed copies of any of this
material on request to any shareholder or other interested person free of
charge.
Please feel free to call me directly at 972-444-1478 if you have any questions
or require additional information. In my absence, please contact Lisa K. Bork at
972-444-1473. A copy of this letter and enclosures is being sent to the
proponent. Please file-stamp the enclosed copy of this letter and return it to
me in the enclosed self-addressed postage-paid envelope. In accordance with SEC
rules, I also enclose five additional copies of this letter and enclosures.
Sincerely,
/s/
James E. Parsons
JEP:clh
Enclosures
Distribution List
Proponent:
Ms. Amy Perry
President
Green Century Capital Management
29 Temple Place, Suite 200
Boston, MA 02111
fax: 617-422-0880
-----FOOTNOTES-----
1 For example, ExxonMobil is a member of the Biodiversity Working Group of the
International Association of Oil and Gas Producers and helped develop the
IAOGP's new Biodiversity Action Planning Guide.
[INQUIRY LETTER]
December 12, 2005
Henry Hubble
Secretary
ExxonMobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298
Dear Mr. Hubble,
Green Century Capital Management, Inc. (Green Century) is filing the enclosed
shareholder resolution for inclusion in ExxonMobil's proxy statement pursuant to
Rule 14a-8 of the general rules and regulations of the Securities Exchange Act
of 1934.
Green Century holds over $2,000 worth of stock in ExxonMobil and has held this
position for over a year. Green Century intends to hold these shares through the
date of the annual meeting. Verification of our ownership will follow this
letter. We ask that the proxy statement indicate that Green Century Capital
Management is the primary filer of this resolution.
Green Century is filing this resolution with ExxonMobil because of our concern
regarding the Company's policies and practices related to protected and
sensitive areas. We mean this to include areas of high ecological value, such as
the Arctic National Wildlife Refuge, as well as areas of great cultural
significance.
As you discussed recently with my colleague Andrew Shalit, ExxonMobil's global
operations require it to make decisions as to where it will seek to operate and
how it will manage environmental and cultural risks in the areas in which it
does choose to operate. We understand that the process of making these decisions
requires weighing multiple factors. We believe that developing specific policies
and metrics for the environmental and cultural factors would benefit the
Company, its shareholders, and other stakeholders who are affected by the
Company's operational decisions.
If you have any questions regarding this filing or would like to discuss the
subject matter of sensitive areas, please contact Andrew Shalit by e-mail at
ashalit@greencentury.com, by telephone at 617.426-2503, or by postal mail at the
address below.
Sincerely,
/s/
Amy Perry
President
Green Century Capital Management
Enclosure: Resolution
[APPENDIX 1]
Oil and Gas Drilling in Protected and Sensitive Areas
WHEREAS, biodiversity is being lost at an alarming rate and there is a need to
preserve the Earth's remaining species of plants and animals;
WHEREAS, protected and sensitive areas are essential for supporting
biodiversity. Oil and gas drilling and development in these areas are likely to
have negative impacts on biodiversity. For example, the U.S. Department of the
Interior estimates that oil and gas drilling in the coastal plain of the Arctic
National Wildlife Refuge will displace or damage up to 40 percent of the
Porcupine River Caribou herd, threaten denning areas for polar bears, and
disturb ecosystems that support more than 120 species of migratory birds. The
company has already started drilling off of Sakhalin Island in eastern Russia.
The Sakhalin I project, which is being developed by Exxon Neftegaz Limited, will
adversely impact the world's last remaining Western Pacific grey whales and
important fisheries including Pacific salmon;
WHEREAS, as shareholders, we believe there is a need to study and report on the
impact of decisions to do business in sensitive areas or areas of high
conservation value (ecologically sensitive, biologically rich, or
environmentally sensitive cultural areas);
WHEREAS, preserving sensitive ecosystems will enhance our company's image and
reputation with consumers, elected officials, current and potential employees,
and investors;
WHEREAS, some of our major competitors have already enacted such a policy and
are members of the Energy Biodiversity Initiative;
RESOLVED, shareholders request that the independent directors of the Board of
ExxonMobil prepare a report, at reasonable cost and omitting proprietary
information, on the potential environmental damage that would result from the
company drilling for oil and gas in protected areas such as IUCN Management
Categories I-IV and Marine Management Categories I-V, national parks, monuments,
and wildlife refuges (such as the Arctic National Wildlife Refuge), and World
Heritage Sites. The report should consider the implications of a policy of
refraining from drilling in such areas and should be available to investors by
the 2007 annual meeting.
Supporting Statement
We agree with the company when it states "ExxonMobil recognizes the protection
of biodiversity - the variety and complexity of life - as an important
conservation issue that presents broad challenges to society."
We welcome this interest in biodiversity, and as shareholders we strongly
believe, in addition to recognizing the issue, there is a need to study and
disclose the impact of decisions to do business in protected and sensitive
areas. This would allow shareholders to assess the risks created by the
company's activity in these areas as well as the company's strategy for managing
these risks.
Vote YES for this proposal, which will improve our company's reputation and make
ExxonMobil a leader in promoting biodiversity.
[INQUIRY LETTER]
February 3, 2006
VIA NETWORK COURIER
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, DC 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
shareholder proposal on biodiversity
Gentlemen and Ladies:
I refer to ExxonMobil's letter dated January 20, 2006, requesting the staff's
concurrence that the shareholder proposal referenced above can be excluded from
the proxy material for the company's upcoming annual meeting under Rule
4a-8(i)(10) (the "Original Letter").
I am writing to advise the staff that the new material regarding biodiversity
and our approach to projects and potential projects in protected or otherwise
sensitive areas is now available on our website at
http://exxonmobil.com/Corporate/Citizenship/biodiversity.asp.
We encourage the staff and the proponent to visit this new area of our website,
which contains substantial material addressing the proposal. The website also
contains links to third-party industry group websites that include extensive
additional materials regarding protected or sensitive areas and biodiversity in
particular. We believe these industry materials should also be included in the
staff's analysis of our no-action letter request since, as discussed in the
Original Letter, ExxonMobil is an active and committed participant in the
working groups preparing these materials. We believe this new material,
including the ExxonMobil content and the material made available by link,
substantially implements the shareholder proposal.
Please file-stamp the enclosed copy of this letter and return it to me in the
enclosed self-addressed postage-paid envelope. In accordance with SEC rules, I
enclose five additional copies of this letter. A copy of this letter is also
being sent to the proponent.
Please feel free to call me directly at 972-444-1478 if you have any questions
or require additional information. In my absence, please call Lisa K. Bork at
972-444-1473.
Sincerely,
/s/
James E. Parsons
JEP:clh
Enclosures
Distribution List
Proponent:
Ms. Amy Perry
President
Green Century Capital Management
29 Temple Place, Suite 200
Boston, MA 02111
fax: 617-422-0880
[APPENDIX 2]
From: Andrew Shalit [mailto:ashalit@greencentury.com]
Sent: Tuesday, February 07, 2006 3:30 PM
To: CFLETTERS
Subject: ExxonMobil No-Action Request
Ladies and Gentlemen:
I am writing in regard to the No-Action Request submitted to your office by
ExxonMobil, Inc. on January 20th, with respect to the shareholder proposal filed
by Green Century Capital Management. The subject of the proposal is "Oil and Gas
Drilling in Protected and Sensitive Areas."
Green Century Capital Management is currently composing a response to
ExxonMobil's request, which we believe is without merit. We intend to have this
response delivered to your offices by February 15th. If you need our response
sooner than that, please let me know, and I will move our schedule forward.
Sincerely,
Andrew Shalit
Green Century Capital Management
617-426-2503
ashalit@greencentury.com
Green Century Capital Management, Inc. monitors and stores both incoming and
outgoing electronic correspondence. These transmissions cannot be guaranteed to
be secure, timely or error-free. This communication is not an offer,
solicitation, or recommendation to buy or sell any security or other investment
product.
The information contained in this communication may be confidential and/or
legally privileged. Any review, use, disclosure, distribution or copying of this
communication is prohibited except by or on behalf of the intended recipient. If
you have received this communication in error, please notify the sender
immediately by reply email and destroy all copies of the communication.
[INQUIRY LETTER]
February 15, 2006
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
VIA E-MAIL and NETWORK COURIER
Re: Omission of Shareholder Proposal Submitted to Exxon Mobil Corporation
Ladies and Gentlemen:
This letter is in response to a January 20, 2006 letter from the Exxon Mobil
Corporation (the "Company"), indicating the Company has filed a request to
exclude a shareholder proposal (the "Proposal") filed by Green Century Capital
Management ("GCCM") from the proxy materials for the Company's 2006 Annual
Meeting of shareholders.
GCCM respectfully requests the staff of the Division of Corporation Finance of
the Securities and Exchange Commission (the "Staff") to deny this request. The
Company seeks to exclude the Proposal based on Rule 14a-8(i)(10), which allows
the exclusion of proposals that have been "substantially implemented." In making
this request, the Company cites new material placed on the Company website.
However, as shown below, this material does not address the essential objective
of the Proposal and so does not properly provide ground for exclusion.
The Proposal
The Proposal requests a report on the potential damage from Company decisions to
operate in sensitive and protected natural areas. It further requests that the
report discuss the implications of a policy of refraining from drilling in such
areas.
The focus of the Proposal is thus the question of whether the Company should
choose to operate in such areas. This focus is highlighted in the third Whereas
clause:
Whereas, as shareholders we believe there is a need to study and report on the
impact of decisions to do business in sensitive areas of high conservation value
(ecologically sensitive, biologically rich, or environmentally sensitive
cultural areas). (Emphasis added).
This focus is also clear in the Resolved clause:
RESOLVED, shareholders request that the independent directors of the Board of
ExxonMobil prepare a report, at reasonable cost and omitting proprietary
information, on the potential environmental damage that would result from the
company drilling for oil and gas in protected areas such as IUCN Management
Categories I-IV and Marine Management Categories I-V, national parks, monuments,
and wildlife refuges (such as the Arctic National Wildlife Refuge), and World
Heritage Sites. The report should consider the implications of a policy of
refraining from drilling in such areas and should be available to investors by
the 2007 annual meeting. (Emphasis added)
The Proposal does not request information on Company programs designed to
minimize or mitigate the environmental impact of operations in sensitive
environmental areas. It does not do this because even the best mitigation
systems are subject to limitations and failures, and the reputation of a company
can be effected even if mitigation systems are in place. For these and other
reasons, the Proposal asks instead the more fundamental questions: should the
Company operate in such areas at all, what is the potential environmental impact
of doing so, and what are the potential implications for the environment and the
Company of choosing not to?
The Company's Response
In requesting no-action, the Company has collected certain materials relating to
the environment and biodiversity and placed them on the Company website. These
materials include:
Statements of Company values and aspirations with regard to biodiversity;
Brief descriptions of the tools used by the Company to assess and mitigate
potential environmental damage from Company operations;
Examples of environmental impact statements.
These materials, in and of themselves, are valuable and in some cases laudable
as they describe Company efforts to minimize and mitigate the effects of
specific operations that are underway or scheduled to begin. They do not,
however, address the subject matter of the Proposal. Policies and programs used
to minimize or mitigate the impact of operations are fundamentally different
from an assessment of whether those operations should be taking place at all.
The unspoken assumption of all the materials provided by the Company is that the
Company will operate in all areas where it-has the legal ability to do so,
regardless of environmental or reputational considerations. To the extent the
environment is considered, it is done so only after the fact, as an operational
detail requiring management. The fundamental purpose of the Proposal is to
question this assumption, and thereby gather insights on policy options not
currently being considered by the Company.
Grounds for Exclusion under Rule 14a-8(i)(10)
In prior rulings on Rule 14a-8(i)(10), the Staff has shown that it is not
sufficient for a company to demonstrate that it has taken action in some broad
area of concern, e.g. the environment or human rights. For example, the Staff
denied a request for exclusion under Rule 14a-8(i)(10) in The Coca-Cola Company
(January 25, 2002). Here the company argued that because it already subscribed
to the Global Sullivan Principles, the shareholder proposal requesting that it
adopt policies relating to human rights in China was moot. The Staff rightly
required inclusion of the proposal, recognizing that there are multiple topics
within the category of "human rights" and that a single action will not
necessarily address all those topics. The correspondence between the proposal
and the action taken must be closer and more specific.
An appropriate degree of correspondence is shown by rulings where the Staff has
supported exclusion: here the actions taken by the companies corresponded
closely in detail to the actions requested by the proposals, so as clearly to
meet their essential objectives. Examples include The Gap, Inc. (March 16,
2001), Xcel Energy, Inc. (February 17, 2004), Freeport McMoRan Copper & Gold
Inc. (March 5, 2003), and The Talbots Inc. (April 5, 2002). Moreover, in each of
these cases the company requesting exclusion met the burden of proof, as
required by Rule 14a-8(g), by detailing the point by point correspondence
between the actions requested by the proposal and the actions already taken by
the company.
In the current case, the Company has made no such effort to show point by point
how its actions satisfy the Proposal. Indeed, it could not show this because the
materials provided by the Company do not substantially implement the Proposal.
Where the Proposal requests a report on the implications of operating or not
operating in sensitive natural areas, the materials provided by the Company
describe efforts to mitigate environmental impact in areas where the Company has
already chosen to operate.
Conclusion
For these reasons, Green Century Capital Management believes that the Proposal
is not excludable by virtue of Rule 14a-8(i)(10) and respectfully requests that
the Division of Corporation Finance deny the Exxon Mobil Corporation's request
for no-action.
Thank you for your consideration of this matter. If you have any questions,
require further information or wish to discuss this matter further, please do
not hesitate to call me at 617-426-2503.
Sincerely,
/s/
Andrew Shalit
Director, Shareholder Advocacy
Green Century Capital Management
cc: James E Parsons, Exxon Mobil Corporation
[STAFF REPLY LETTER]
March 21, 2006
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Exxon Mobil Corporation
Incoming letter dated January 20, 2006
The proposal requests a report on the potential environmental damage that would
result from ExxonMobil drilling for oil and gas in protected areas and the
implications of a policy of refraining from drilling in those areas.
We are unable to concur in your view that ExxonMobil may exclude the proposal
under rule 14a-8(i)(10). Accordingly, we do not believe that ExxonMobil may omit
the proposal from its proxy materials in reliance on rule 14a-8(i)(10).
Sincerely,
/s/
Amanda McManus
Attorney-Adviser
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