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ExxonMobil Board Recommends Redomiciling from New Jersey to Texas

The Board of Directors of Exxon Mobile Corporation has unanimously recommended shareholders approve changing the company’s legal home from New Jersey to Texas. The Board concluded that aligning the company’s legal domicile with where its leadership and core operations have been based since 1989 will benefit shareholders.

With its headquarters based in Florham Park until 1989, ExxonMobil traces its New Jersey roots back to 1882 and the Standard Oil Company of New Jersey, which was part of John D. Rockefeller’s national Standard Oil Company. The company had major oil refineries in Bayonne and Linden. Through different reorganizations over the past century, the company became known as Esso Standard Oil Company (1948), Exxon (1972), and ExxonMobil (due to the merger with Mobil Corporation in 1998). In May of 2024, the company announced it would close it Clinton research campus by 2028, moving hundreds of jobs to Houston, Texas, where it is creating a single North American research and technology.

“Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value,” said Darren Woods, ExxonMobil chairman and chief executive officer. “Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.”

In making its recommendation, the Board considered Texas’ legal and regulatory environment, including its modernized business statutes and the Texas Business Court, which is designed to resolve complex disputes efficiently. When corporate decisions are challenged, Texas courts are required to apply clear, statute-based standards, which support sound decision-making.

Ray Cantor, deputy chief government affairs officer of the New Jersey Business & Industry Association (NJBIA), commented,  “We are disappointed that after over a century of being incorporated in New Jersey, that ExxonMobil has decided to move its corporate domicile from New Jersey to Texas.  Unfortunately, we understand this decision.  Texas has more favorable corporate governance statutes which help fend off activist shareholder suits, especially around ESG and climate.  Texas also has a business court with expert judges, thus making it a more favorable venue for business litigation.  Finally, Texas is the home to the oil and gas industry and supports those industries.  New Jersey, on the other hand, has enacted or is considering a number of policies hostile to this essential industry.  If New Jersey wants to be the home to major corporations, we need to go back to our nineteenth century roots where our laws and policies actually welcomed industry and manufacturing.

The proposed redomiciliation will not affect business operations, management, strategy, assets, or employee locations. Nor will changing ExxonMobil’s legal domicile reduce shareholder rights. The Board determined that shareholder rights under Texas law are largely comparable to those under New Jersey law – and in some areas stronger. ExxonMobil has no plans to adopt elective provisions under Texas law that would diminish shareholder rights currently in place.

The proposed redomiciliation is detailed in ExxonMobil’s preliminary proxy statement filed today with the U.S. Securities and Exchange Commission. Shareholders will be asked to vote on the proposal at the upcoming 2026 Annual Meeting of Shareholders. Additional information about the annual meeting, including the proxy statement and voting instructions, is available at http://www.exxonmobil.com/investors and at www.sec.gov.

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