Company Name: Exxon Mobil Corp.
Public Availability Date: January 28, 2008
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
December 13, 2007
VIA Network Courier
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
Shareholder Proposal Regarding Special Shareholder Meetings
Gentlemen and Ladies:
Enclosed as Exhibit 1 are copies of correspondence between Kenneth Steiner 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 is moot.
The proposal itself reads as follows:
"RESOLVED, Shareholders ask our board to amend our bylaws and any other
appropriate governing documents in order that there is no restriction on the
shareholder right to call a special meeting, compared to the standard allowed by
applicable law on calling a special meeting."
Although as discussed below the proposal wording is somewhat ambiguous, we
believe the most likely interpretation of the proposal is for ExxonMobil to
amend its bylaws or other appropriate governing documents so as to impose no
restriction on the right of a shareholder to call a special meeting as provided
under state law. In other words, the proposal requests that the standard
provisions of state law governing a shareholder's right to call a special
meeting should apply without the imposition of any additional restrictions or
limitations on that right by the company.
On this basis the proposal is perfectly moot. ExxonMobil is incorporated under
the laws of the State of New Jersey. Section 14A:5-3 of the New Jersey Business
Corporation Act, governing special meetings of shareholders, provides in
pertinent part that:
"... upon the application of the holder or holders of not less than 10% of all
the shares entitled to vote at a meeting, the Superior Court, in an action in
which the court may proceed in a summary manner, for good cause shown, may order
a special meeting of shareholders to be called and held at such time and place,
upon such notice and for the transaction of such business as may be designated
in such order."
There is no restriction, under ExxonMobil's bylaws, other governing documents,
or otherwise, on a shareholder's right to call a special meeting in accordance
with the above provision of applicable law. As we note in the Corporate
Governance Guidelines posted on our website (copy enclosed as Exhibit 2):
"A special meeting of shareholders may also be called upon the application of
the holder or holders of not less than 10% of all the shares entitled to vote at
a meeting in accordance with the requirements of Section 14A:5-3 of the New
Jersey Business Corporation Act."
Accordingly, the proposal has already been substantially implemented and may be
omitted from the proxy material for the 2008 annual meeting under Rule
14a-8(i)(10).
Proposal is vague and indefinite.
The proposal is susceptible to an alternative reading: a request for the Board
to remove all restrictions on the ability of a shareholder to call a special
meeting, including the restrictions (such as the requirement for 10% ownership)
that would otherwise apply under applicable law. In other words, any shareholder
should be entitled to call a special meeting at any time for any reason. Under
this reading, the proposal would not be substantially implemented, since the
right of ExxonMobil shareholders to call a special meeting is subject to the
provisions of New Jersey law described above. However, to the extent this
reading of the proposal is possible, it provides a basis for exclusion of the
proposal under Rule 14a-8(i)(3) as being in violation of Rule 14a-9.
There is an enormous difference between a proposal to give 10% shareholders the
right to call a special meeting and a proposal to give every shareholder such a
right. ExxonMobil has over two million individual and institutional shareholder
accounts. Calling, preparing for, and holding a meeting of ExxonMobil's
shareholders is a major undertaking involving substantial management time and
expenditure of corporate resources. We believe many investors might consider a
10% shareholding requirement for the call of special meetings to be appropriate,
but would oppose a one share standard. Since the proposal can be construed
either way, the proposal is so inherently vague and indefinite that neither the
stockholders voting on the proposal, nor the company in implementing the
proposal (if adopted), would be able to determine with any reasonable certainty
exactly what actions or measures the proposal requires. See Staff Legal Bulletin
No. 14B (September 15, 2004). Accordingly, the proposal may be excluded under
Rule 14a-8(i)(3).
If you have any questions or require additional information, please contact me
directly at 972-444-1478. In my absence, please contact Lisa K. Bork at
972-444-1473.
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 the enclosures. A copy of
this letter and the enclosures is being sent to Mr. Steiner and to John
Chevedden.
Sincerely,
/s/
James Earl Parsons
cc - w/enc:
Mr. Kenneth Steiner
14 Stoner Ave., 2M
Great Neck, NY 11021
Mr. John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
[INQUIRY LETTER]
December 14, 2007
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Kenneth Steiner
Ladies and Gentlemen:
The following is the resolved statement of the rule 14a-8 proposal:
[XOM: Rule 14a-8 Proposal, November 23, 2007]
3Special Shareholder Meetings
RESOLVED, Shareholders ask our board to amend our bylaws and any other
appropriate governing documents in order that there is no restriction on the
shareholder right to call a special meeting, compared to the standard allowed by
applicable law on calling a special meeting.
The following is text from the bylaws of Exxon Mobil Corporation (XOM) which
make no provision for a shareholder right to call a special meeting (bold
added):
EXXON MOBIL CORPORATION
INCORPORATED IN NEW JERSEY
BY-LAWS
ARTICLE I
Meetings of Shareholders
1. Meetings of shareholders may be held on such date and at such time and place,
within or without the State of New Jersey, as may be fixed by the board of
directors and stated in the notice of meeting.
2. The date for each annual meeting of shareholders, fixed as provided in
Section 1 of this Article I, shall be a date not more than thirteen months after
the date on which the last annual meeting of shareholders was held. The
directors shall be elected at the annual meeting of shareholders.
3. Special meetings of the shareholders may be called by the board of directors,
the chairman of the board or the president.
4. Except as otherwise provided by statute, written notice of the date, time,
place and purpose or purposes of every meeting of shareholders shall be given
not less than ten nor more than sixty days before the date of the meeting,
either personally or by mail, to each shareholder of record entitled to vote at
the meeting. The business transacted at meetings shall be confined to the
purposes specified in the notice....
By omitting a specific reference to a shareholder right to call a special
meeting in the bylaws, it seems that there may be a bylaw restriction on a
shareholder right to call a special meeting. It also seems that the company is
claiming that it has a Guideline that overrides a bylaw and makes up for the
bylaw omission of a right to call a special meeting for shareholders.
This proposal is not addressed to any text whatsoever that the company may have
in its Guidelines. Thus this proposal cannot be substantially implemented by
text in the company Guidelines.
And Bristol-Myers Squibb Co. (March 9, 2006) states: "We note that there is a
substantive distinction between a proposal that seeks a policy and a proposal
that seeks a bylaw or charter amendment."
Additionally, the text of this proposal cannot be reasonably interpreted as
requesting a right for any lone shareholder to call a special meeting unless one
forgets part of the text after reading it.
For the above reasons it is respectfully requested that concurrence not be
granted to the company on the purported basis of substantial implementation. It
is also respectfully requested that the shareholder have the last opportunity to
submit material in support of including this proposalsince the company had the
first opportunity.
Sincerely,
John Chevedden
cc:
Kenneth Steiner
James Parsons<james.e.parsons@exxonmobil.com>
Counsel
Exxon Mobil Corporation
[INQUIRY LETTER]
December 17, 2007
VIA UPS Next Day Air
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
Shareholder Proposal Regarding Special Shareholder Meetings
Gentlemen and Ladies:
I am writing to clarify a point of confusion on the part of Mr. Chevedden with
respect to this proposal, as evidenced by his letter dated December 14, 2007
(enclosed as Exhibit 1), to the staff responding to ExxonMobil's no-action
request dated December 13, 2007.
Mr. Chevedden states that "[b]y omitting a specific reference to a shareholder
right to call a special meeting in the bylaws, it seems that there may be a
bylaw restriction on a shareholder right to call a special meeting." This is
incorrect. In New Jersey (unlike Delaware and some other states), the right of
the holders of 10% of the outstanding shares to call a special meeting for good
cause shown as provided by statute applies regardless of any provision in the
by-laws. Section 14A:5-3 of the New Jersey Business Corporation Act provides
that
"Special meetings of the shareholders may be called by the president or the
board, or by such other officers, directors or shareholders as may be provided
in the by-laws. Notwithstanding any such provision [emphasis added], upon the
application of the holder or holders of not less than 10% of the shares entitled
to vote at a meeting ... [remainder of provision describing procedure for
shareholder call of special meeting quoted in ExxonMobil's original letter]."
There is thus no need for ExxonMobil to reference this right of shareholders to
call a special meeting in our by-laws because this is a statutory right that
exists notwithstanding any provision of the by-laws. A by-law provision is
neither required in order to make the statutory right available, nor is
permitted to limit or restrict the statutory right. Accordingly, the shareholder
proposal, interpreted in the manner Mr. Chevedden states, is moot and may be
omitted from our proxy material under Rule 14a-8(i)(10).
Contrary to Mr. Chevedden's assertion, we do not argue that our Corporate
Governance Guidelines "override" the by-laws. The provision of the Corporate
Governance Guidelines quoted in our original letter simply describes for
shareholders the persons authorized to call a special meeting, which includes
the holders of 10% or more of the shares in accordance with the applicable
provisions of New Jersey law.
We also continue to believe the ambiguous wording of the proposal admits of at
least two significantly different possible interpretations, and that the
proposal may therefore also be omitted from our proxy material under Rule
14a-8(i)(3) on the grounds that the proposal is vague and misleading in
violation of Rule 14a-9.
If you have any questions or require additional information, please contact me
directly at 972-444-1478. In my absence, please contact Lisa K. Bork at
972-444-1473.
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 the enclosures. A copy of
this letter is being sent to the nominal proponent Mr. Steiner and to John
Chevedden.
Sincerely,
/s/
James Earl Parsons
cc - w/enc:
Mr. John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
Mr. Kenneth Steiner
14 Stoner Ave., 2M
Great Neck, NY 11021
[INQUIRY LETTER]
December 28, 2007
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 2 Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Kenneth Steiner
Ladies and Gentlemen:
In response to the company December 17, 2007 letter the following includes the
company omitted text from Section 14A:5-3 of the New Jersey Business Corporation
Act. The added bold text is critical text that the company omitted:
14A:5-3. Call of special meeting of shareholders
Special meetings of the shareholders may be called by the president or the
board, or by such other officers, directors or shareholders as may be provided
in the by-laws. Notwithstanding any such provision, upon the application of the
holder or holders of not less than 10% of all the shares entitled to vote at a
meeting, the Superior Court, in an action in which the court may proceed in a
summary manner, for good cause shown, may order a special meeting of the
shareholders to be called and held at such time and place, upon such notice and
for the transaction of such business as may be designated in such order. At any
meeting ordered to be called pursuant to this section, the shareholders present
in person or by proxy and having voting powers shall constitute a quorum for the
transaction of the business designated in such order.
The rule 14a-8 proposal does not ask for a bylaw to give shareholders a right to
petition the Superior Court for an order. According to the above Section 14A:5-3
the Superior Court then has the ultimate power to consider such a shareholder
petition in no "summary manner" whatsoever.
For the above and the previous reasons it is respectfully requested that
concurrence not be granted to the company on any basis. It is also respectfully
requested that the shareholder have the last opportunity to submit material in
support of including this proposalsince the company had the first opportunity.
Sincerely,
John Chevedden
cc:
Kenneth Steiner
James Parsons<james.e.parsons@exxonmobil.com>
Counsel
Exxon Mobil Corporation
[INQUIRY LETTER]
January 2, 2008
VIA UPS Next Day
U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
Shareholder Proposal Regarding Special Shareholder Meetings
Gentlemen and Ladies:
Mr. Chevedden's latest letter dated December 28, 2007, to the staff regarding
this proposal, provides additional support for our argument that the proposal is
vague and indefinite in violation of Rule 14a-9. The proposal is therefore
excludable under Rule 14a-8(i)(3), among other grounds.
As we outlined in our original no-action request dated December 13, 2007, the
proposal is ambiguously worded and supports two substantially different
interpretations: (1) a request that the company impose no additional
restrictions on the right that shareholders would otherwise have to call a
special meeting under New Jersey state law; or (2) a request that the company
remove all restrictions on the right of any holder of any shares to call a
meeting at any time and for any purpose.1
Mr. Chevedden's prior letter to the staff of December 14, 2007, appears to
assume the first interpretation. In that letter, Mr. Chevedden argues
(mistakenly) that ExxonMobil shareholders do not have the right to call a
special meeting because the by-laws are silent on the point.2 In his latest
letter, however, Mr. Chevedden asserts a third interpretation of the proposal: a
request that the company waive the specific provision of state law that
otherwise requires shareholders to make a showing of good cause before a
district court in order to call a special meeting.3
Mr. Chevedden's latest interpretation of the proposal cannot be found in the
actual text of the proposal itself, and demonstrates the vague and indefinite
nature of the proposal. Neither the company nor its shareholders can be expected
to evaluate and act on a proposal when the sponsor himself cannot settle on what
the proposal means.
If you have any questions or require additional information, please contact me
directly at 972-444-1478. In my absence, please contact Lisa K. Bork at
972-444-1473.
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. A copy of this letter is
being sent to the nominal proponent Mr. Steiner and to John Chevedden.
Sincerely,
/s/
James Earl Parsons
cc: Mr. John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
Mr. Kenneth Steiner
14 Stoner Ave., 2M
Great Neck, NY 11021
-----FOOTNOTES-----
1 If this interpretation of the proposal is found to be applicable and if the
staff does not find the proposal excludable on the other grounds we have
asserted, we would expect to supplement our argument with an opinion of outside
counsel to the effect that such an unrestricted call right would be inconsistent
with state law and that the proposal may therefore also be omitted under Rule
14a-8(i)(2).
2 As we discussed in our letters of December 13 and December 17, 2007, under
this interpretation the proposal is moot since the right of shareholders to call
a special meeting under New Jersey law applies regardless of any provision in
the charter or by-laws.
3 It is unclear whether Mr. Chevedden's latest interpretation of the proposal
would retain the 10% ownership requirement under the New Jersey statute or not.
[INQUIRY LETTER]
January 7, 2008
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 3 Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Kenneth Steiner
Ladies and Gentlemen:
The January 2, 2008 company letter seems to acknowledge that, even though the
company claims to have substantially implemented the resolution for a
shareholder right to call for a special meeting without petitioning a court,
that shareholders now still need to have "the company waive the specific
provision of state law that otherwise requires shareholders to make a showing of
good cause before a district court in order to call a special meeting."
A copy of this letter is forwarded to the company in a non-PDF email. In order
to expedite the rule 14a-8 process it is requested that the company forward any
addition rule 14a-8 response in the same type format to the undersigned.
For this reason and the previous reasons it is requested that the staff find
that this resolution cannot be omitted from the company proxy. It is also
respectfully requested that the shareholder have the last opportunity to submit
material in support of including this proposalsince the company had the first
opportunity.
Sincerely,
John Chevedden
cc:
Kenneth Steiner
James Parsons<james.e.parsons@exxonmobil.com>
Counsel
Exxon Mobil Corporation
[INQUIRY LETTER]
January 21, 2008
VIA Network Courier
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
Shareholder Proposal Regarding Special Shareholder Meetings
Gentlemen and Ladies:
The purpose of this letter is to supplement our prior correspondence with the
staff (including letters from ExxonMobil dated December 13, 2007, December 17,
2007, and January 2, 2008) with an additional grounds for exclusion of the
proposal.
Proposal is improper matter for shareholder action and would violate New Jersey
law.
ExxonMobil is a New Jersey corporation. Enclosed with this letter is an opinion
from Day Pitney LLP, ExxonMobil's outside counsel admitted to practice in New
Jersey. As discussed in detail in the enclosed opinion the proposal is contrary
to New Jersey state law in a number of respects. Specifically:
By allowing any shareholder to call a meeting for any purpose, the proposal
violates Section 14A:5-3 of the New Jersey Business Corporation Act ("NJBCA");
The proposal would improperly transfer authority to manage the business and
affairs of the Corporation from the Board to shareholders in violation of
Section 14A:6-1 of the NJBCA;
The proposal could not be implemented by the Board without violating the
Board's fiduciary duties under Section 14A:6-14(1) of the NJBCA;
Management of ExxonMobil by shareholders as contemplated by the proposal would
violate Sections 14A:6-1 and 14A:5-21 of the Act; and
To the extent restrictions on management might be permitted under New Jersey
law, such restrictions may only be contained in the Certificate of
Incorporation, and an amendment of the Certificate of Incorporation may not be
initiated by an action such as the proposal.
Accordingly, because the proposal contravenes numerous provisions of New Jersey
law as stated in the enclosed opinion, the proposal may be excluded from our
proxy material under Rule 14a-8(i)(1) (because the proposal is not a proper
subject for action by shareholders under the laws of the jurisdiction of the
company's incorporation); Rule 14a-8(i)(2) (because the proposal would, if
implemented, cause the company to violate state laws to which it is subject);
and Rule 14a-8(i)(6) (because the company lacks the legal power or authority to
implement the proposal).
If you have any questions or require additional information, please contact me
directly at 972-444-1478. In my absence, please contact Lisa K. Bork at
972-444-1473.
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. A copy of this letter is
being sent to the nominal proponent Mr. Steiner and to John Chevedden.
Sincerely,
/s/
James Earl Parsons
c: Mr. John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
Mr. Kenneth Steiner
14 Stoner Ave., 2M
Great Neck, NY 11021
[INQUIRY LETTER]
January 22, 2008
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
#4 Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Kenneth Steiner
Ladies and Gentlemen:
The company January 21, 2008 supplement is vague by failing to disclose whether
the company is withdrawing its argument that it has substantially implemented
this resolution. Now the company claims both sides of its position - essentially
that it has already done what it claims is in violation of New Jersey law.
This continues with the January 7, 2008 text:
The January 2, 2008 company letter seems to acknowledge that, even though the
company claims to have substantially implemented the resolution for a
shareholder right to call for a special meeting without petitioning a court,
that shareholders now still need to have "the company waive the specific
provision of state law that otherwise requires shareholders to make a showing of
good cause before a district court in order to call a special meeting."
A copy of this letter is forwarded to the company in a non-PDF email. In order
to expedite the rule 14a-8 process it is requested that the company forward any
addition rule 14a-8 response in the same type format to the undersigned.
For this reason and the previous reasons it is requested that the staff find
that this resolution cannot be omitted from the company proxy. It is also
respectfully requested that the shareholder have the last opportunity to submit
material in support of including this proposal - since the company had the first
opportunity.
Additional information will follow.
Sincerely,
John Chevedden
cc:
Kenneth Steiner
James Parsons<james.e.parsons@exxonmobil.com>
Counsel
Exxon Mobil Corporation
[INQUIRY LETTER]
January 23, 2008
VIA Network Courier
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549
RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8 Omission of
Shareholder Proposal Regarding Special Shareholder Meetings
Gentlemen and Ladies:
In response to Mr. Chevedden's letter of January 22, 2008: we assert both
substantial implementation and violation of State law (as well as vagueness) as
grounds for exclusion of the proposal regarding call of special meetings.
As explained in our prior correspondence, the alternative arguments reflect the
fact that the meaning of the proposal is fundamentally unclear. Under one
plausible reading of the proposala request that ExxonMobil not impose any
additional restriction on the right shareholders otherwise have to call a
special meeting in accordance with New Jersey lawthe proposal is moot. Under
the other most plausible reading of the proposala request that any shareholder
be allowed to call a meeting at any time for any purposethe proposal would
violate New Jersey state law. As indicated in our most recent prior letter, the
form of the proposal also violates technical aspects of New Jersey law. Finally,
because the proposal is capable of a variety of different interpretations, we
continue to assert that the proposal is impermissibly vague and indefinite.
If you have any questions or require additional information, please contact me
directly at 972-444-1478. In my absence, please contact Lisa K. Bork at
972-444-1473.
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. A copy of this letter is
being sent to the nominal proponent Mr. Steiner and to John Chevedden.
Sincerely,
/s/
James Earl Parsons
c: Mr. John Chevedden
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
Mr. Kenneth Steiner
14 Stoner Ave., 2M
Great Neck, NY 11021
[INQUIRY LETTER]
January 25, 2008
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
# 5 Exxon Mobil Corporation (XOM)
Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Special Shareholder Meetings
Kenneth Steiner
Ladies and Gentlemen:
The company should not be permitted to redraft this resolution and then argue
that its redrafted version can be excluded.
The company January 21, 2008 supplement appears to include the submittal of a
company redrafting of this resolution to outside counsel. This appears to be the
company redraft of the resolution:
RESOLVED, Shareholders ask our board to amend our bylaws and any other
appropriate governing documents in order that there is no restriction on the
shareholder right to call a special meeting, [compared to the standard allowed
by applicable law on calling a special meeting.]
Consistent with the text of the original resolution the board can adopt this
resolution by setting in motion the required steps for adoption and monitoring
those steps. If the board made up its mind to adopt this resolution, the company
does not describe how the board could likely fail to follow through with the
necessary steps.
A copy of this letter is forwarded to the company in a non-PDF email. In order
to expedite the rule 14a-8 process it is requested that the company forward any
addition rule 14a-8 response in the same type format to the undersigned.
For this reason and the previous reasons it is requested that the staff find
that this resolution cannot be omitted from the company proxy. It is also
respectfully requested that the shareholder have the last opportunity to submit
material in support of including this proposal - since the company had the first
opportunity.
Sincerely,
John Chevedden
cc:
Kenneth Steiner
James Parsons<james.e.parsons@exxonmobil.com>
Counsel
Exxon Mobil Corporation
[STAFF REPLY LETTER]
January 28, 2008
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Exxon Mobil Corporation Incoming letter dated December 13, 2007
The proposal asks the board to amend the "bylaws and any other appropriate
governing documents in order that there is no restriction on the shareholder
right to call a special meeting, compared to the standard allowed by applicable
law on calling a special meeting."
There appears to be some basis for your view that
ExxonMobil may exclude the proposal under rule 14a-8(i)(3) as vague and
indefinite. 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)(3). In reaching this position, we have not found it necessary
to address the alternative bases for omission upon which ExxonMobil relies.
Sincerely,
/s/
Peggy Kim
Attorney-Adviser
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