March 22, 2016

Louis L. Goldberg
Davis Polk & Wardwell LLP
louis.goldberg@davispolk.com
Re:

Exxon Mobil Corporation
Incoming letter dated January 21, 2016

Dear Mr. Goldberg:
This is in response to your letters dated January 21, 2016 and February 29, 2016
concerning the shareholder proposal submitted to ExxonMobil by the Sisters of St.
Dominic of Caldwell, New Jersey and other co-filers. We also have received letters on
the proponents’ behalf dated February 23, 2016 and March 21, 2016. Copies of all of the
correspondence on which this response is based will be made available on our website at
http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a
brief discussion of the Division’s informal procedures regarding shareholder proposals is
also available at the same website address.
Sincerely,
Matt S. McNair
Senior Special Counsel
Enclosure
cc:

Paul M. Neuhauser
pmneuhauser@aol.com

 March 22, 2016

Response of the Office of Chief Counsel
Division of Corporation Finance
Re:

Exxon Mobil Corporation
Incoming letter dated January 21, 2016

The proposal requests that the board adopt a policy acknowledging the imperative
to limit global average temperature increases to 2˚C above pre-industrial levels, which
includes committing the company to support the goal of limiting warming to less than
2˚C.
We are unable to concur in your view that ExxonMobil may exclude the proposal
under rule 14a-8(i)(3). We are unable to conclude that the proposal is so inherently
vague or indefinite that neither the shareholders voting on the proposal, nor the company
in implementing the proposal, would be able to determine with any reasonable certainty
exactly what actions or measures the proposal requires. Accordingly, we do not believe
that ExxonMobil may omit the proposal from its proxy materials in reliance on
rule 14a-8(i)(3).
We are unable to concur in your view that ExxonMobil may exclude the proposal
under rule 14a-8(i)(10). Based on the information you have presented, it appears that the
company’s policies, practices and procedures do not compare favorably with the
guidelines of the proposal and that ExxonMobil has not, therefore, substantially
implemented the proposal. Accordingly we do not believe that ExxonMobil may omit
the proposal from its proxy materials in reliance on rule 14a-8(i)(10).
Sincerely,
Justin A. Kisner
Attorney-Adviser