EXXON MOBIL CORP

Request shareholders ask the Board to adopt a policy and amend governing documents so that the offices of Chairman of the Board and Chief Executive Officer are held by two separate people, and that the Chair be an independent director whenever possible. The proposal outlines that the Chair should not be a former CEO and that the Board may appoint a temporary non-independent Chair while seeking an independent Chair. Supporters argue separation improves oversight, reduces potential entrenchment, and aligns with certain proxy adviser and governance best-practice views. The proposal notes past industry and proxy-advisor commentary on the topic and requests the Board formalize an independent Chair requirement.

Requests that the Board adopt and disclose policies ensuring the Voluntary Retail Voting Program offers multiple independent voting options for retail shareholders so the program does not automatically favor the Board’s own recommendations. The proposal suggests options could include investor standing instructions, an 'against management' option, or third-party customized voting policies, and argues current design effectively automates votes aligned with the Board. Proponents cite governance concerns about so-called robo-voting and urge greater choice for retail investors, noting historical contest activity and alleged board responsiveness issues. The proposal was submitted by the New York City Comptroller’s Office on behalf of the New York City Police Pension Fund.