<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MOBIL CORPORATION
- - - - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
G. G. Garney
Senior Assistant Secretary
- - - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14a.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF MOBIL CORPORATION]
NOTICE OF
1996
ANNUAL MEETING
AND
PROXY STATEMENT
--------------------------------------------------------
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IN THE ENCLOSED ENVELOPE.
--------------------------------------------------------
MOBIL CORPORATION
3225 GALLOWS ROAD
FAIRFAX, VIRGINIA 22037-0001
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Chairman's Letter......................................................... 1
Notice of Annual Meeting.................................................. 2
Proxy Statement........................................................... 3
General Information...................................................... 3
Item 1--Election of Directors........................................... 3
Directors' Meetings and Compensation............................ 7
Committees of the Board......................................... 8
Item 2--Approval and Ratification of Appointment of Independent
Auditors........................................................ 9
Stockholder Proposals--General........................................... 10
Item 3--Limit Authority to Issue Preferred Stock........................ 10
Item 4--Cumulative Voting............................................... 11
Item 5--Discontinue Use of Stock Options................................ 13
Executive Compensation................................................... 14
Ownership of Mobil Corporation Stock..................................... 24
Proxies and Voting at the Meeting........................................ 25
Quorum and Vote Required for Approval.................................... 25
Attendance at Annual Meeting............................................. 26
Proxy Solicitation....................................................... 26
</TABLE>
<PAGE>
[LOGO OF MOBIL CORPORATION]
3225 GALLOWS ROAD
FAIRFAX, VIRGINIA
22037-0001
LUCIO A. NOTO
CHAIRMAN OF THE
BOARD
CHIEF EXECUTIVE
OFFICER
March 18, 1996
Dear Mobil Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held in the Grand Ballroom, Hyatt Regency Reston, Reston Town Center, 1800
Presidents Street, Reston, Virginia, on May 9, 1996.
In addition to the formal items of business to be brought before the
meeting, there will be a report on our Company's operations during 1995,
followed by a question and answer period.
Your participation in Mobil's business is important, regardless of the
number of shares you hold. To ensure your representation, please sign, date
and return the enclosed proxy card promptly.
We look forward to seeing you on May 9th.
Sincerely,
/s/LUCIO A. NOTO
Lucio A. Noto
Chairman of the Board and
Chief Executive Officer
1
<PAGE>
NOTICE OF ANNUAL MEETING
MAY 9, 1996
- - - - -------------------------------------------------------------------------------
The Annual Meeting of Stockholders of Mobil Corporation will be held in the
Grand Ballroom at the Hyatt Regency Reston, Reston Town Center, 1800
Presidents Street, Reston, Virginia 22090, on Thursday, May 9, 1996, at 10:00
A.M., for the following purposes:
1. To elect six directors;
2. To approve and ratify the appointment of Ernst & Young LLP as independent
auditors;
3. To act upon stockholder proposals;
and to transact such other business as properly may come before the meeting.
Stockholders of record at the close of business on March 11, 1996 are
entitled to receive notice of, and to vote at, the meeting. A list of
stockholders entitled to vote will be kept at the Mobil Land Development
Corporation, 11911 Freedom Drive, Suite 400, Reston, Virginia 22090-5606, for
a period of ten days prior to the meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ CHARLES H. DUBOIS
CHARLES H. DuBOIS
SECRETARY
MOBIL CORPORATION
3225 Gallows Road
Fairfax, Virginia 22037-0001
March 18, 1996
2
<PAGE>
MOBIL CORPORATION
3225 GALLOWS ROAD
FAIRFAX, VIRGINIA 22037-0001
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Mobil Corporation ("Mobil", the "Corporation" or the
"Company") of proxies to be voted at the Annual Meeting of Mobil stockholders
on May 9, 1996. This Proxy Statement, the accompanying proxy card, and Annual
Report are being mailed to stockholders on or about March 18, 1996. Business
at the Annual Meeting is conducted in accordance with the procedures
determined by the presiding officer and is generally limited to matters
properly brought before the meeting by or at the suggestion of the Board of
Directors or by a stockholder pursuant to provisions requiring advance notice
and disclosure of relevant information.
The number of voting securities of Mobil outstanding on March 11, 1996, the
record date for the meeting, was (i) 394,592,477 shares of common stock, $2.00
par value per share, each share being entitled to one vote, and (ii) 91,822.92
shares of Series B ESOP Convertible Preferred Stock, $1.00 par value per
share, each share being entitled to 100 votes, for a total of 403,774,769
votes.
Stockholders of record at the close of business on March 11, 1996, are
entitled to receive notice of the meeting and to vote the shares held on that
date. If a stockholder is a participant in Mobil's Stock Purchase and Dividend
Reinvestment Plan, the proxy card represents the number of shares in the Plan
account, as well as shares registered in the participant's name.
A stockholder who is a participant in the Mobil Oil Corporation Employees
Savings Plan and the Mobil Oil Corporation Employee Stock Ownership Plan will
receive a single proxy card which covers shares credited to such stockholder's
Plan account plus shares of record registered in the same name. Accordingly,
proxies executed by such a participant will serve as a voting instruction to
the Trustee of those Plans. If a participant's Plan account is not carried in
the same name as his or her shares of record, such participant will receive
separate proxy cards for both individual and Plan holdings. If a participant
in the Employees Savings Plan does not vote the shares credited to such
participant's Plan account, such shares will be voted by the Plan's Trustee at
the direction of Mobil. If a participant in the Employee Stock Ownership Plan
does not vote the shares credited to the participant's Plan account, such
shares will be voted by the Plan's Trustee in the same proportion as the
shares that are voted by the other participants in the Plan.
ITEM 1-ELECTION OF DIRECTORS
Mobil's Certificate of Incorporation classifies the Board of Directors into
three classes, as nearly equal in number as possible, the members of which
serve for three years. The terms of office of the members of one class of
directors expire each year in rotation so that the members of one class are
elected at each Annual Meeting for full three-year terms. The terms of office
of six of the present directors will expire at this Annual Meeting.
Six directors have been nominated for election for three-year terms expiring
at the Annual Meeting in 1999 or until their successors are elected and
qualified. The terms of the other eight directors will continue as indicated
below.
The ages of directors are as of March 1, 1996.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED
BELOW.
3
<PAGE>
NOMINEES FOR TERMS EXPIRING IN 1999
- - - - --------------------------------------------------------------------------------
[PHOTO] CHARLES A. HEIMBOLD, JR.
Charles A. Heimbold, Jr., age 62,
has been a director since July 1,
1995. Since 1995, Mr. Heimbold has
been chairman and chief executive
officer of Bristol-Myers Squibb
Company (consumer products and
pharmaceuticals). He served as
executive vice president of
Bristol-Myers Squibb Company from
1991 to 1992, president from 1992
to 1994, and president and chief
executive officer from 1994 to
1995. Mr. Heimbold is a member of
the Committee on Directors and
Board Affairs and the Public Issues
Committee.
- - - - --------------------------------------
[PHOTO] SAMUEL C. JOHNSON
Samuel C. Johnson, age 67, has been
a director since 1981. He is chairman
of the board of S. C. Johnson & Son,
Inc. (chemical specialty products). He
is also a director of Deere and
Company, H. J. Heinz Company, a
director and chairman of Johnson
International Inc., and a director and
chairman of Johnson Worldwide
Associates, Inc. Mr. Johnson is
chairman of the Public Issues
Committee and a member of the
Management Compensation and
Organization Committee.
- - - - ------------------------------------------
[PHOTO] HELENE L. KAPLAN
Helene L. Kaplan, age 62, has
been a director since 1989. She is
Of Counsel to Skadden, Arps, Slate,
Meagher & Flom, a law firm which
Mobil or affiliates of Mobil may
retain in 1996. Mrs. Kaplan is also
a director of Chemical Banking
Corporation, Chemical Bank, the May
Department Stores Company,
Metropolitan Life Insurance Company
and NYNEX. Mrs. Kaplan is a member
of the Committee on Directors and
Board Affairs, the Management
Compensation and Organization
Committee and the Audit Committee.
- - - - ------------------------------------------
[PHOTO] LUCIO A NOTO
Lucio A. Noto, age 57, joined
Mobil in 1962. He has been a
director since 1988, chairman and
chief executive officer since 1994,
and president and chief operating
officer since 1993. He was
previously chief financial officer
beginning in 1989. He has been a
director of Mobil Oil Corporation
since 1986 and chairman of the
board and chief executive officer
of Mobil Oil Corporation since
1994. He is also a director of
International Business Machines
Corporation. Mr. Noto is chairman
of the Executive Committee of Mobil
Corporation.
4
<PAGE>
NOMINEES FOR TERMS EXPIRING IN 1999
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[PHOTO] AULANA L. PETERS
Aulana L. Peters, age 54, has
been a director since 1992. She is
a partner in Gibson, Dunn &
Crutcher, a law firm which Mobil
retained during 1995 and may retain
in 1996. She is also a director of
the Minnesota Mining and
Manufacturing Company, Merrill
Lynch & Co., and Northrop Grumman
Corporation. Mrs. Peters is a
member of the Audit Committee and
the Public Issues Committee.
- - - - --------------------------------------
[PHOTO] EUGENE A. RENNA
Eugene A. Renna, age 51, joined
Mobil in 1968. He has been a director
since 1986 and a director of Mobil Oil
Corporation since 1985. Since 1986, he
has been an executive vice president
of Mobil Oil Corporation and president
of its Marketing and Refining
Division. Mr. Renna is a member of the
Executive Committee of Mobil
Corporation.
DIRECTORS WHOSE TERMS EXPIRE IN 1997
- - - - --------------------------------------------------------------------------------
[PHOTO] DONALD V. FITES
Donald V. Fites, age 62, has been
a director since 1990. He is
chairman and chief executive
officer of Caterpillar Inc. (heavy
machinery). He is also a director
of First Chicago NBD Corporation
and Georgia-Pacific Corporation.
Mr. Fites is a member of the
Committee on Directors and Board
Affairs, the Audit Committee and
the Public Issues Committee.
- - - - ---------------------------------------
[PHOTO] CHARLES S. SANFORD, JR.
Charles S. Sanford, Jr., age 59,
has been a director since 1990.
Since the beginning of this year he
has served as chairman, and from
1987 through 1995 he served as
chairman and chief executive
officer, of Bankers Trust New York
Corporation and its principal
subsidiary, Bankers Trust Company,
investment banking affiliates of
which performed services for Mobil
in 1995 and may do so in 1996. He
is also a director of J. C. Penney
Company, Inc. Mr. Sanford is a
member of the Management
Compensation and Organization
Committee, the Committee on
Directors and Board Affairs and the
Public Issues Committee.
5
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
- - - - --------------------------------------------------------------------------------
[PHOTO] ROBERT G. SCHWARTZ
Robert G. Schwartz, age 67, has
been a director since 1987. He is
the former chairman of the board,
president and chief executive
officer of Metropolitan Life
Insurance Company. He is a director
of Metropolitan Life Insurance
Company, Ascent Entertainment
Group, Inc., CS First Boston, Inc.,
COMSAT Corporation, Lone Star
Industries, Inc., Lowe's Companies,
Inc., Potlatch Corporation, The
Reader's Digest Association Inc.
and is a member of the board of
trustees of Consolidated Edison
Company of New York. Mr. Schwartz
is Chairman of the Management
Compensation and Organization
Committee and a member of the Audit
Committee.
- - - - --------------------------------------
[PHOTO] ROBERT O. SWANSON
Robert O. Swanson, age 59, joined
Mobil in 1958. He has been a director
since 1991 and a director of Mobil Oil
Corporation since 1990. Since 1993,
Mr. Swanson has been a senior vice
president with responsibility for
Mobil Chemical Company; Mobil Mining
and Minerals Company; Mobil Land
Development Corporation; and Mobil
Technology Company. He was previously
executive vice president-international
of the Marketing and Refining Division
of Mobil Oil Corporation beginning in
1985. Mr. Swanson is a member of the
Executive Committee of Mobil
Corporation.
DIRECTORS WHOSE TERMS EXPIRE IN 1998
- - - - --------------------------------------------------------------------------------
[PHOTO] LEWIS M. BRANSCOMB
Lewis M. Branscomb, age 69, has
been a director since 1978. He is
Director, Science, Technology and
Public Policy, John F. Kennedy
School of Government, Harvard
University. Dr. Branscomb is the
former chief scientist and vice
president of International Business
Machines Corporation (information
systems). Dr. Branscomb is chairman
of the Audit Committee and a member
of the Committee on Directors and
Board Affairs.
- - - - --------------------------------------
[PHOTO] PAUL J. HOENMANS
Paul J. Hoenmans, age 63, joined
Mobil in 1954. He has been a
director since 1985 and a director
of Mobil Oil Corporation since
1983. He is an executive vice
president of Mobil Oil Corporation
and since 1986 he has been
president of its Exploration and
Producing Division. Mr. Hoenmans is
a member of the Executive Committee
of Mobil Corporation.
6
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 1998
- - - - -------------------------------------------------------------------------------
[PHOTO] ALLEN F. JACOBSON
Allen F. Jacobson, age 69, has been
a director since 1988. He is the
former chairman of the board and chief
executive officer of Minnesota Mining
and Manufacturing Company (3M)
(manufacturer of diversified products)
and remains on the 3M Board. He is
also a director of Abbott
Laboratories, Northern States Power
Company, U.S. WEST, Inc., Valmont
Industries, Inc., Potlatch
Corporation, Sara Lee Corporation,
Silicon Graphics, Inc., Deluxe
Corporation and Prudential Insurance
Company of America. Mr. Jacobson is
Chairman of the Committee on Directors
and Board Affairs and a member of the
Management Compensation and
Organization Committee.
- - - - --------------------------------------
[PHOTO] J. RICHARD MUNRO
J. Richard Munro, age 65, has been a
director since 1989. He is chairman of
the executive committee of the board
of directors of Time Warner Inc.
(publishing and communications) and
former co-chairman of the board and co-
chief executive officer of that
company. He is also a director of
Genentech, Inc., Kmart Corporation and
The Kellogg Company. Mr. Munro is a
member of the Audit Committee, the
Management Compensation and
Organization Committee and the Public
Issues Committee.
DIRECTORS' MEETINGS AND COMPENSATION
During 1995, the Board of Directors met ten times and all current directors
attended more than 75 percent of the Board meetings and their respective Board
committee meetings.
Employee directors receive no additional compensation for service on the
Board of Directors or its committees. Each non-employee director receives an
annual retainer comprised of $36,000 and 100 shares of Mobil common stock in
the form of stock equivalents. Non-employee directors also receive a fee of
$1,250 for each Board meeting and committee meeting attended, plus travel
allowances where appropriate. Directors who chair committees receive
additional annual fees of $8,000.
Under the Deferred Fee Plan, non-employee directors may defer, until a
specified later date or retirement, receipt of all or a part of their fees and
the cash portion of their annual retainers. Deferred amounts may either be
credited with notional interest or be represented by stock equivalents which
earn notional dividends equal to dividends declared on Mobil common stock.
Notional interest on deferred cash accounts is credited at the average rate
for 10-year U.S. Treasury bonds over a six-month period, plus 1%, currently
7.19% per year.
Non-employee directors may not participate in Mobil's incentive compensation
or other employee benefit programs. However, Mobil provides $100,000 of non-
contributory group life insurance and $500,000 of accidental death insurance
for accidents occurring while on Mobil business. Mobil also provides a
retirement income plan of 10% of the annual retainer fee for each year of
service, up to 100%, for non-employee directors who have served at least five
years and are age 60 or older. The mandatory retirement age for non-employee
directors is age 72. The retirement benefits are payable for the life of the
director and, after his or her death, up to eight additional annual payments
to the surviving spouse or a dependent.
7
<PAGE>
COMMITTEES OF THE BOARD
The functions and current membership of the four standing committees
established by the Board are described below. Each committee met regularly
during the year and promptly following each meeting advised the full Board of
its actions and recommendations.
The AUDIT COMMITTEE, established in 1969, met three times during 1995. The
Committee reviews with the independent auditors and Mobil's General Auditor
the general scope of their respective audit coverages. Such reviews include
consideration of Mobil's accounting practices, procedures and system of
internal accounting controls and any significant problems encountered. The
Committee also recommends to the Board the appointment of Mobil's principal
independent auditors.
At least annually, the Committee reviews the services performed and the fees
charged by the independent auditors engaged by Mobil and determines that the
non-audit services rendered by the independent auditors do not compromise
their independence.
The independent auditors and Mobil's General Auditor have direct access to
the Committee and may discuss with it any matters which may arise in
connection with audits, the maintenance of internal accounting controls or any
other matters relating to Mobil's financial affairs. Furthermore, the
Committee may authorize the independent auditors to investigate any matters
which the Committee deems appropriate and may present its recommendations and
conclusions to the Board.
The Audit Committee is composed entirely of non-employee directors. Members
of the Committee are: Lewis M. Branscomb (Chairman), Donald V. Fites, Helene
L. Kaplan, J. Richard Munro, Aulana L. Peters and Robert G. Schwartz.
The COMMITTEE ON DIRECTORS AND BOARD AFFAIRS, established in 1977, met three
times during 1995. The Committee reviews and makes recommendations to the
Board regarding corporate governance matters including effectiveness of the
Board, its committees and individual directors; procedures of the Board and
its committees; and the composition, duties and responsibilities of the
committees. The Committee also reviews and makes recommendations to the Board
regarding compensation and meeting fees of non-employee directors.
In addition, the Committee proposes to the Board a slate of directors for
election by the shareholders at the annual meeting and identifies and proposes
to the Board candidates to fill Board vacancies. The Committee considers
suggestions from many sources, including stockholders, regarding possible
candidates for director.
The Committee will consider candidates proposed by stockholders in
accordance with the following procedure:
Nominations should be sent to the Secretary of the Committee on Directors
and Board Affairs, Mobil Corporation, 3225 Gallows Road, Fairfax, Virginia
22037-0001. Nominations should describe the qualifications of the candidate
and should be accompanied by a written statement that the candidate is
willing to serve and is committed to representing the interests of all the
stockholders. Candidates must be endorsed by a member of the Committee on
Directors and Board Affairs or be supported by the holders of not less than
200 shares of common stock. This number is subject to periodic review by
the Committee on Directors and Board Affairs.
Nominations by stockholders may also be made at an annual stockholders'
meeting in the manner provided in the Corporation's By-Laws. The By-Laws
require, among other things, that written notice must be given to the
Corporation of such nominations, at least 90 days prior to the anniversary
date of the preceding annual meeting. For a description of the full procedure
governing such nominations, reference is made to the By-Laws, a copy of which
is available from the Secretary of the Corporation. At any meeting of
stockholders, the presiding officer may refuse to acknowledge the nomination
of any person not made in compliance with the procedure specified in the By-
Laws.
8
<PAGE>
The Committee on Directors and Board Affairs is composed entirely of non-
employee directors. Members of the Committee are: Allen F. Jacobson
(Chairman), Lewis M. Branscomb, Donald V. Fites, Charles A. Heimbold, Jr.,
Helene L. Kaplan and Charles S. Sanford, Jr.
The MANAGEMENT COMPENSATION AND ORGANIZATION COMMITTEE, established in 1960,
met six times during 1995. The Committee reviews, approves and recommends to
the Board: (1) the Corporation's employee and management compensation and
benefit policies; (2) management incentive compensation plans, including stock
option plans; (3) the amount and form of compensation of employee directors
and senior managers of the Corporation, and (4) all senior management
appointments and any significant structural changes in the management and
organization of the Corporation. The Committee also administers the Mobil
incentive compensation and stock option plans.
The Management Compensation and Organization Committee is composed entirely
of non-employee directors. Members of the Committee are: Robert G. Schwartz
(Chairman), Allen F. Jacobson, Samuel C. Johnson, Helene L. Kaplan, J. Richard
Munro and Charles S. Sanford, Jr.
The report of the Committee on Executive Compensation is set forth beginning
on page 14.
The PUBLIC ISSUES COMMITTEE, established in 1973, met three times during
1995. The Committee reviews and makes recommendations regarding: (1) Mobil's
domestic and international policies, programs, position and strategies
involving political, social and environmental trends and issues; (2)
shareholder proposals; (3) support of business, charitable and educational
organizations; and (4) the Corporation's employment and workplace policies and
practices, including those relating to equal employment opportunity, non-
discrimination and diversity in the workplace.
The Public Issues Committee is composed entirely of non-employee directors.
Members of the Committee are: Samuel C. Johnson (Chairman), Donald V. Fites,
Charles A. Heimbold, Jr., J. Richard Munro, Aulana L. Peters and Charles S.
Sanford, Jr.
ITEM 2--APPROVAL AND RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors desires, in accordance with its established policy,
to obtain from the stockholders an indication of their approval or disapproval
of the Board's action in appointing Ernst & Young LLP, Fairfax Square-Tower
II, 8075 Leesburg Pike, Vienna, Virginia 22182-2709, as independent auditors
of Mobil and its subsidiaries for the year 1996.
Ernst & Young has been serving Mobil and its subsidiaries for many years. It
has no direct financial interest or any material indirect financial interest
in Mobil or any of its subsidiaries and while serving as independent auditor
has had no connection therewith in the capacity of promoter, underwriter,
voting trustee, director, officer or employee. During 1995, Ernst & Young
rendered audit services amounting to $13.4 million.
The Audit Committee recommended and the Board approved the appointment of
Ernst & Young as independent auditors. The Audit Committee, in arriving at its
recommendation to the Board, reviewed the performance of Ernst & Young in
prior years as well as the firm's reputation for integrity and competence in
the fields of accounting and auditing, and the status of litigation involving
the firm. The Audit Committee has expressed its satisfaction with Ernst &
Young in these respects.
Representatives of Ernst & Young will be present at the stockholders'
meeting and will have the opportunity to make such statements as they may
desire. They will also be available to respond to appropriate questions from
stockholders attending the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING RESOLUTION WHICH
WILL BE PRESENTED AT THE MEETING:
"RESOLVED, that the appointment, by the Board of Directors of the
Corporation, of Ernst & Young LLP as independent auditors of the
Corporation and its subsidiary companies, for the year 1996, be and hereby
is approved and ratified."
9
<PAGE>
In the event the resolution is defeated, the adverse vote will be considered
a direction to the Board of Directors to select other auditors for the
following year. However, because of the difficulty and expense in making any
substitution of auditors so long after the beginning of the current year, it
is contemplated that the appointment for the year 1996 will be permitted to
stand unless the Board finds other good reasons for making a change.
STOCKHOLDER PROPOSALS--GENERAL
In addition to the matters to be presented by Mobil as set forth in the
Notice of Annual Meeting, stockholders are asked to consider seven proposals
submitted by stockholders. Mobil knows of no other matters which properly may
be presented at the meeting. Proposals and suggestions received from
stockholders are given careful consideration. The Corporation has adopted a
number of such proposals and suggestions when they were in the best interests
of the Corporation and its stockholders.
Stockholder proposals are eligible for consideration for inclusion in the
proxy statement for the 1997 Annual Meeting if they are received by Mobil
before the close of business on November 18, 1996. Any proposal should be
directed to the attention of the Secretary, Mobil Corporation, 3225 Gallows
Road, Fairfax, Virginia 22037-0001.
ITEM 3--LIMIT AUTHORITY TO ISSUE PREFERRED STOCK
Management has been advised that the College Retirement Equities Fund, 730
Third Avenue, New York, New York 10017, the holder of 3,684,699 shares of
Mobil common stock, intends to submit the following proposal at the meeting:
WHEREAS, the Company's Board of Directors has authority under the Company's
charter to issue one or more classes of so-called "blank check" preferred
stock, having such voting and other rights as the Board, in its sole
discretion, may determine;
WHEREAS, the Board may be able to deter unsolicited acquisition offers by
placing blank check preferred in friendly hands without seeking shareholder
approval;
WHEREAS, Delaware's anti-takeover statute enhances the Board's ability to
deter unsolicited takeover bids by placing a block of blank check preferred
in friendly hands;
WHEREAS, such use of blank check preferred by the Board could deprive
shareholders of the opportunity to consider valuable offers for their
stock;
RESOLVED that the shareholders request that the Board:
Adopt a policy of seeking shareholder approval prior to placing preferred
stock with any person or group except for the purpose of raising capital
in the ordinary course of business or making acquisitions and without a
view to effecting a change in voting power.
I. The Board can limit shifts in control of the Company by placing a block
of preferred stock in friendly hands without shareholder approval.
Blank check preferred can be issued by the Board for capital raising,
acquisitions or as an anti-takeover device, without shareholder approval.
The Board can use blank check preferred as an anti-takeover device to deter
unsolicited tender offers favorable to shareholders. For example, the Board
could issue blank check preferred to dilute the stock ownership of, or
create voting impediments for, an unsolicited acquiror. Since such uses of
blank check preferred could potentially diminish the value of the
shareholders' investment and decrease the market price of the Company's
shares, shareholder approval should be obtained before the Board uses blank
check preferred as an anti-takeover device.
II. Delaware's anti-takeover statute enhances the Board's ability to deter
takeovers by undertaking blocking transactions.
Delaware's anti-takeover statute enhances the Board's ability to deter a
takeover by placing blank check preferred in friendly hands. The statute
provides generally that unless an unsolicited acquiror obtains 85 percent
of the Company's voting stock in the transaction by which it obtains 15
percent, it is barred for three years from consummating a business
combination with the Company. The Board can thus effectively deter
unsolicited bids by placing a significant block of blank check preferred in
friendly hands, making it much harder (if not impossible) for an
unsolicited bidder to attain the 85 percent ownership it needs to be
exempted from the Delaware statute.
10
<PAGE>
III. Blank Check preferred should not be used by the Board to disadvantage
shareholders without their consent.
The Board's discretionary authority to issue blank check preferred should
only be exercised for corporate purposes demonstrably in the best interests
of shareholders. Good corporate governance requires that holders of a
majority of voting stock approve the use of blank check preferred as a
deterrent to unsolicited tender offers--a use that is not necessarily in
the best interests of shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL.
This proposal was presented at each of the last two annual meetings, and
last year, over 60% of the votes cast were voted against it. Your Board
continues to believe, for the same reasons we articulated last year and the
year before, that its adoption would be unwise and adverse to the
shareholders' interests.
First, and most importantly, the proposal would deprive the Board of one of
the means it now has to protect the shareholders' interests by deterring or
repulsing coercive, two-tier and bargain-price offers for the Company. The
capacity to issue preferred stock, together with other protective measures now
available, does not prevent tender offers, but serves to enhance the Board's
bargaining position on behalf of the shareholders if and when they might be
made. Your Board feels strongly that the elimination of any of those
protective measures would adversely affect that bargaining position, and thus
the interests of the shareholders. Any future issuance of preferred stock
would, of course, have to comply with the Board's fiduciary duty to act in the
best interests of the Corporation and its shareholders, subject to the
heightened level of scrutiny applied by the Delaware courts in takeover
situations. The proponent does not suggest that the Board has in the past
abused its authority to issue preferred stock and cites no reason as to why it
would not fully perform its fiduciary obligations in the future. In fact, the
Board has in the past always fulfilled these obligations in full measure, and
it would do so similarly in the future.
Second, the proposal could curtail the Corporation's ability to issue
preferred stock for financings, acquisitions and additional equity capital.
While it purports to permit the Board to issue preferred stock for these
purposes, it effectively negates this permission by requiring shareholder
approval if the issue effects a change in voting power. Since it is literally
impossible to issue any preferred stock which does not effect some change in
voting power from what it was immediately before, this requirement would be an
undesirable limitation on the Board's discretion in negotiating the issuance
of shares with underwriters in connection with capital raising or with
purchasers in a merger-acquisition situation, where voting rights, like the
dividend rate and other basic terms, are a matter of negotiation. Your Board
believes strongly that the imposition of any limitation on the Corporation's
ability to issue preferred stock for these purposes would not be in the best
interests of the Corporation and its shareholders.
FOR THE FOREGOING REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THE ADOPTION OF THE PROPOSAL.
ITEM 4--CUMULATIVE VOTING
Management has been advised that Dr. Thomas R. Sifferman, 3051 Camino De Las
Piedras, El Cajon, California 92019, the beneficial owner of 131 shares of
Mobil common stock and 135 units of interest in shares of Series B ESOP
Convertible Preferred Stock (equivalent to 1.35 such shares), intends to
submit the following proposal at the meeting:
IMPROVED ELECTION PROCEDURE FOR THE BOARD OF DIRECTORS INVOLVING CUMULATIVE
VOTING
WHEREAS,
Mobil has nomination procedures that make it difficult for stockholders to
have their nominees elected to the Board of Directors and
Directors are presently elected for a three year term with one vote
available for each nominee for each share voted.
11
<PAGE>
BE IT RESOLVED THAT THE STOCKHOLDERS REQUEST MOBIL TO IMPLEMENT THE
PROPOSAL BELOW:
Change the election procedure for the Board of Directors TO ALLOW
CUMULATIVE VOTING (total votes are equal to the number of shares times
the number of directors to be elected). This proposal would only be
effective for nominees for Director at meetings subsequent to the 1996
Annual Meeting and would, therefore, not affect the unexpired terms of
the existing Directors.
If you agree with this proposal, please mark your proxy FOR. Otherwise,
it is automatically cast against, unless you have marked to abstain.
SUPPORTING STATEMENT
This proposal would allow stockholders to have more influence on the
election of THEIR (not management's) Board and, consequently, the future of
THEIR company.
Cumulative voting allows stockholders to select the nominee(s) they want to
vote for and to cast all their votes for a single (or several)
candidates(s). Therefore, nominee(s) that are receptive to stockholders'
rights (such as better nomination procedures and annual terms for
Directors, as outlined below) could be more easily elected. CALIFORNIA LAW
requires state pension and college funds to be voted in FAVOR of cumulative
voting proposals. Many successful corporations, such as PENNZOIL (ANOTHER
OIL COMPANY) AND INGERSOLL-RAND allow cumulative voting.
Current procedures allow nominations to the Committee on Directors and
Board Affairs (hereafter called "Affairs") by holders of not less than 200
shares. However, the Affairs Committee rarely, if ever, approves any
stockholder candidates and effectively becomes a "GATEKEEPER" for the
Board. This pre-empts stockholder rights. Nomination at the Annual Meeting
itself is a SHAM since only "TOKEN" votes will be counted, because most
ballots are cast by proxy BEFORE THE MEETING.
Annual terms allow stockholders to yearly evaluate ALL Directors. The
current three year staggered terms (called classes in Mobil's By-Laws) are
not responsive to stockholders. Presently, an 80% affirmative vote is
needed to remove an incumbent Director. ARCO (ANOTHER MAJOR OIL COMPANY)
and WESTINGHOUSE VOLUNTARILY changed to annual terms. The newly merged
Lockheed-Martin company ended staggered terms. Allegheny Power Systems
TRIED to take away both cumulative voting and annual terms, but their
stockholders did not allow the change which would have reduced their
rights.
Management often CONTENDS that the current system of one vote per Director
allows continuity and stability. IF Directors are responding to
stockholders' needs, they can retain their Directorships for many years.
I strongly encourage you to mark FOR on your ballot. Thanks.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL.
Proposals calling for cumulative voting in the election of directors have
been submitted seven times in the past, and each was defeated by an
overwhelming majority of the shares voted on the proposal. The Board of
Directors believes that in a large publicly-held company such as Mobil, each
director should feel a responsibility to represent the stockholders as a whole
and not any special group of stockholders. Directors elected through
cumulative voting tend to be representatives of separate groups of
stockholders, each looking after special interests, and not working together
for the maximum benefit of all stockholders. The Board of Directors therefore
recommends a vote against the proposal.
FOR THE FOREGOING REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THE ADOPTION OF THE PROPOSAL.
12
<PAGE>
ITEM 5--DISCONTINUE USE OF STOCK OPTIONS
Management has been advised that Robert D. Morse, 212 Highland Ave.,
Moorestown, N.J. 08057-2717, the holder of 1,000 shares of Mobil common stock,
intends to submit the following proposal at the meeting:
PROPOSAL:
That the Company discontinue use of all options, rights, SAR's, etc. after
termination of existing agreements with management and directors.
REASONS:
These increased benefits have failed to produce the claim that it holds and
retains qualified personnel.
Notice the increasing number of management persons who have left simply
because of better corporate offers.
We as shareowners are being gradually undervalued with each issuance. Call
a halt by voting YES!
Many pages of a proxy are expended to promote self-benefits; then there are
unmentioned administration costs of distribution and record keeping.
Executives and Directors are compensated enough to buy stock on the open
market, just as you and I, if we are so inclined.
Again, vote YES! Thank you.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL.
This proposal calls for Mobil to end the practice of granting stock options
to employees. Your Board believes strongly that terminating this practice
would not be in the interests of the stockholders. It would also be contrary
to the stockholders' expressed endorsement of the practice.
Mobil grants stock options to key employees to emphasize the importance of
increasing stockholder value over the long term, and to encourage and
facilitate the employees' personal ownership of Mobil common stock. Under
Mobil's stock option program, each option's exercise price is the market price
of the Corporation's common stock on the date of grant. Thus, for the option
to be of value to the employee, the market price of the common stock must
increase. This serves to link directly the financial interests of key
employees with those of the stockholders, which helps to focus employee
attention on the strategies and actions needed to create and enhance value for
stockholders over the long term. Eliminating this program would, in the
Board's view, weaken this link and therefore not be in the stockholders'
interests.
Mobil's stock option program is not merely one of four diverse compensation
elements which, together, are intended to provide key employees with total
compensation which is competitive with that paid by Mobil's peer companies. It
also helps facilitate these employees' personal ownership of Mobil common
stock, which again serves to align their interests with those of the
stockholders. In this connection, in 1995, the number of employees eligible to
receive options was more than doubled, and stock ownership guidelines were
developed to encourage these employees to utilize the stock option program for
purposes of investing in and holding Mobil stock. Eliminating this program
would make it substantially more difficult for these employees to achieve
significant stock ownership, a consequence which, the Board believes, would
not be in the stockholders' interests.
Mobil adopted its first stock option plan in 1960, and has adopted a number
of successor plans since that time. Each of these plans has been approved by
the stockholders. Most recently, at last year's Annual Meeting, the
stockholders were asked to vote on Mobil's 1995 Incentive Compensation and
Stock Ownership Plan. One of the components of this Plan is a program of
granting stock options to key employees. At the Annual Meeting, over 78% of
the votes cast were cast in favor of the Plan. Mobil's Board believes that
this vote, like the overwhelmingly affirmative votes of stockholders approving
prior plans providing for grants of stock options, demonstrates clearly that
stockholders strongly support and endorse the making of such grants.
FOR THE FOREGOING REASONS, THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST
THE ADOPTION OF THE PROPOSAL.
13
<PAGE>
---------------
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION AND ORGANIZATION COMMITTEE REPORT
The Management Compensation and Organization Committee of Mobil's Board of
Directors consists of six directors who are neither employees nor officers of
the Company. The Committee regularly reviews the Corporation's executive
compensation policies and programs and determines the compensation of the
senior executive officers. The Committee's decisions on compensation of the
Chairman and Chief Executive Officer and other employee directors are reviewed
with and approved by all of the non-employee directors, who constitute a
majority of the Board.
The executive compensation program includes four elements which, in the
Committee's view, constitute a flexible and balanced method of establishing
total compensation for senior management. The four compensation elements,
further discussed below, are: base salary, short-term incentive, long-term
incentive, and stock options.
The Committee's overall philosophy regarding the compensation of Mobil's
executive officers is that such officers should receive total compensation
that is equal to the average for comparable positions paid by the seven
petroleum comparator or peer companies referred to under "Base Salaries" below
when the Corporation's performance is average compared to those companies;
total compensation that is below the average for comparable positions when the
Corporation's comparative performance is below average; and total compensation
that is above the average for comparable positions when the Corporation's
comparative performance is above average.
BASE SALARIES
The Committee annually reviews salary ranges for senior positions and
approves adjustments necessary to align these ranges with the competitive
rates of pay reported by seven major petroleum companies for similar
positions. These companies constitute Mobil's petroleum comparator group, as
named in the Performance Graph on page 18, except that the salary data for the
U.S. subsidiaries of British Petroleum Company p.l.c. and Royal Dutch
Petroleum Company/"Shell" Transport and Trading Company p.l.c. are used
because parent company data are not available. These seven companies have been
chosen as comparators because they are the major companies in direct
competition with Mobil in most of its areas of business.
The Committee annually adopts guidelines for executive salary increases
which are consistent with guidelines for all Mobil salaried employees. These
guidelines are based generally on the average salary increase budget within
the comparator group. Actual salaries within the established salary range are
determined based on the individual executive's performance and experience
level.
In accordance with the above procedures and guidelines, effective May 1,
1995, the Board increased Mr. Noto's base salary to $850,000. Because he is
still relatively new to his position, Mr. Noto's base salary continues to be
substantially below both the average and median base salary paid for such a
position by the companies in the petroleum comparator group.
SHORT-TERM INCENTIVE PROGRAM
The goal of the short-term incentive program is to place a portion of
executives' annual cash compensation at risk to encourage and reward sustained
high performance each year.
Under guidelines adopted by the Committee for administering the 1995 Mobil
Incentive Compensation and Stock Ownership Plan (the "1995 Plan"), under which
short term incentive awards for 1995 were made, a short-term incentive award
target has been set for each eligible employee. This target is the difference
between the estimated total cash compensation (base salary plus short-term
incentive award) for comparable positions at the petroleum comparator
companies and the midpoint of the salary range for the employee's salary
grade. This target is then multiplied by a performance factor which, in the
case of the Chairman and Chief Executive Officer and the other four executive
officers identified in the Summary Compensation Table on page 19 (the "named
executive officers"), can range from 0 to 1.5 depending equally on the
Corporation's ranking in Return on Capital Employed
14
<PAGE>
and its Earnings per Share growth during the preceding year, in each case
relative to that of the peer companies during the same year. In the case of
executives other than the named executive officers, the target multiplier will
depend also on individual and applicable division and business unit
performance.
1995 was an excellent year for the industry in general and for Mobil with
operating earnings for the Company improving by more than 25% over 1994. Based
on the Corporation's performance during 1995, however, Mobil's ranking among
its peers was third in Return on Capital Employed and fifth in Earnings per
Share growth indicating an average relative performance which resulted in a
performance factor of 1.0. The Committee approved an award of $675,000 for Mr.
Noto which, under the terms of the 1995 Plan, corresponds with the above-
mentioned performance factor.
LONG-TERM INCENTIVE PROGRAM
The long-term incentive program links executive rewards to growth in long-
term shareholder value. The program focuses executives' attention on the
Corporation's performance over a period longer than one year. In the opinion
of the Committee, this program is a key tool in building value for Mobil
shareholders, because it rewards the strategic decisions on capital
investments which are necessary for success in the petroleum industry. It is
structured in four-year performance cycles during which achievement of longer
term financial, strategic, and operational objectives is measured.
Contingent stock equivalents (also known as performance shares) are allotted
annually at the beginning of each four-year performance period. The number of
performance shares allotted to each executive is calculated by multiplying
base salary by a percentage which varies with the position level, and then
converting these amounts into performance shares at the average market price
over the 30 trading days immediately preceding the date of allotment. In
accordance with the 1991 Mobil Incentive Compensation and Stock Option Plan
(the "1991 Plan"), under which the contingent allotments for the 1992-1995
period were made, amounts equal to dividends paid on Mobil common stock are
paid during the four-year cycle for the performance shares allotted. At the
end of the four-year performance period, the Committee determines what percent
of the performance share allotments should be converted into actual awards.
The policy for determining actual awards is based on Mobil's performance
relative to its petroleum comparator group using five criteria: earnings per
share growth, return on capital employed, total shareholder return, other
defined operating and financial factors relative to competition, and the
degree to which Mobil's internal corporate objectives are achieved. In
assessing performance for the cycle, the Committee assigns equal weight, or
20%, to each of the five criteria. If the Committee approves any actual awards
based on Mobil's relative performance, its policy is to approve awards within
a range of 40% to 120% of the performance shares allotted, according to the
discretion of the Committee. The design of the Plan provides a normal award of
100% when Mobil achieves average performance within its peer group, with
higher or lower percentage payments for higher or lower than average
performance.
Mobil's performance for the 1992-1995 period was compared in detail with the
performance of the seven companies in its petroleum comparator group, using
the criteria defined above. Relative to the comparator group Mobil's annual
total return to shareholders ranked first at 18.3% over the four-year cycle.
Mobil's relative ranking in earnings per share growth improved over the
previous cycle to second and return on capital employed remained the same as
in the last cycle, slightly above the middle of the comparator group. Mobil
successfully achieved, or made significant progress towards achieving, all of
its stated internal objectives, and was particularly effective in its cost
reduction initiatives. Taking all of these factors into account, the Committee
judged Mobil's overall performance to be among the best of its peers during
the performance cycle, and approved actual awards for the 1992-1995 period at
110% of the performance shares allotted.
These contingent allotments were made in January 1992 when the market value
of Mobil common stock was $66.95 per share. Actual awards at the end of the
cycle thus include appreciation in the market value of Mobil common stock of
$44.64 per share between January 1992 and January 1996. As a result, Mr. Noto
received an actual award of $870,733. This was based on an allotment of 7,094
shares which, based on the market value of Mobil common stock at the time of
the allotment of $66.95 per share, had a nominal "value" at the time of grant
equal to his then-annual salary as Chief Financial Officer of the Company.
15
<PAGE>
STOCK OPTIONS
Stock options are granted to emphasize the importance of increasing
shareholder value over the long term, and to encourage and facilitate the
executives' personal ownership of Mobil stock. The Committee's policy is to
grant options annually, at fair market value, to sustain executives' long-term
perspective. The Committee has established stock ownership guidelines which
provide a strong incentive for executives to strive for long-term results and
to become significant Mobil shareholders. These guidelines call for the
Chairman and Chief Executive Officer to own Mobil stock equal in value to a
minimum of ten times annual salary, and the other named executive officers to
own Mobil stock equal in value to a minimum of eight times their respective
annual salaries. A five year period for compliance with these guidelines is
provided for executives moving to positions requiring higher levels of stock
ownership.
Stock option grant size is related to the level of responsibility and
individual performance of executives and is intended, in conjunction with the
Long-Term Incentive Program, to provide executives with the opportunity for
total average long-term incentive compensation equivalent to that afforded for
comparable positions by the petroleum comparator companies over time. Because
a number of Mobil's competitors have just one form of long-term compensation,
generally stock options, the grant size is not targeted to the number of
options granted by other companies.
In 1995, the Committee awarded Mr. Noto 70,000 stock options. This is the
same number granted in 1994 and the Committee believes it is competitively
justified as described above.
OTHER COMPENSATION
In 1995 Mobil changed its policy with regard to the timing of merit
increases for all U.S. salaried employees. Historically, these increases have
taken place on each employee's anniversary date and the amount of the increase
was added to base pay. In 1995 a common merit increase date of July 1st was
adopted and all salaried employees were awarded a transitional adjustment
amount, pro-rated based on the date of their last merit increase. This amount
was paid as a lump sum instead of being added to base pay. Since Mr. Noto had
received his last merit increase on May 1, 1995, he received a transitional
lump sum payment on July 1, 1995 of $15,000, representing 2/12 of a normal
merit adjustment.
SUMMARY
The Committee believes that the compensation program described above
effectively links executive and shareholder interests and provides incentives
that are consistent with the long-term strategies required for success in the
petroleum industry. Generally, a majority share of senior executives' total
compensation is structured in the form of incentives which reward the
executive depending on corporate and individual performance. Within the
program's mix of performance-based incentives, an executive has an opportunity
to earn above average total compensation for above average corporate and
individual performance.
Each year, the Committee reviews the compensation program, giving particular
attention to the program's linkage to increasing shareholder value while
maintaining competitive total compensation within the petroleum comparator
group. Since the competitive market for executive talent extends beyond the
petroleum industry, cross-checks are also made each year against a broader
comparator group. As in the prior year, in 1995 an independent consultant
reviewed for the Committee the total compensation of the Chairman and Chief
Executive Officer and other senior executives, based on a survey of comparable
positions at twenty-two other major corporations of similar size, complexity
and quality from both the oil and other industries.
The compensation of Mobil's senior executives in aggregate has ranged from
the 55th to the 75th percentiles of the compensation paid by the twenty-two
company comparator group over the past ten years. In 1995 and on average over
the ten-year period, the percentile ranking of Mobil's total compensation was
below the percentile ranking of its total return to shareholders. For the
period 1986 through 1995, the Company's total return to shareholders ranked at
the 90th percentile of the comparator group while compensation for the senior
executives was at the 75th percentile. In the past year Mobil's total
executive compensation has declined to the 55th percentile, while total return
to shareholders has remained relatively constant at the 70th percentile.
16
<PAGE>
EXECUTIVE COMPENSATION TAX DEDUCTIBILITY
Section 162(m) of the Internal Revenue Code of 1986 (the "Code") limits the
Company's Federal income tax deduction for certain executive compensation in
excess of $1 million paid to named executive officers. The $1 million
deduction limit does not apply, however, to "performance-based compensation"
as that term is defined in Section 162(m)(4)(C) of the Code and the
regulations promulgated thereunder.
All awards made to the named executive officers under the 1995 Plan are
intended to qualify as performance-based compensation and should therefore be
fully deductible for Federal income tax purposes. Awards made under prior
Plans are deductible for Federal income tax purposes to the extent permitted
by transitional rules provided by Internal Revenue Service regulations.
The Committee recognizes the possibility that at times, the amount of the
base salary of a named executive officer, and other compensation not described
in the preceding paragraph, may exceed $1 million and therefore may not be
fully deductible for Federal income tax purposes. The Committee will make a
determination at any such time whether to authorize the payment of such
amounts without regard to deductibility or whether the terms of such payment
should be modified so as to preserve any deduction otherwise available.
Management Compensation and Organization Committee
Robert G. Schwartz, Chairman Helene L. Kaplan
Allen F. Jacobson J. Richard Munro
Samuel C. Johnson Charles S. Sanford, Jr.
17
<PAGE>
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total shareholder
return, including reinvested dividends, on Mobil common stock, with other
indexes:
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN (1)
AMONG MOBIL, S&P 500 INDEX AND SEVEN MAJOR PETROLEUM COMPANIES (2)
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
SEVEN MAJOR
Measurement Period MOBIL S&P PETROLEUM
(Fiscal Year Covered) CORPORATION 500 INDEX COMPANIES
- - - - --------------------- --------------- --------- -----------
<S> <C> <C> <C>
Measurement Pt-12/31/1990 $100.00 $100.00 $100.00
FYE 12/31/1991 $123.00 $130.00 $108.00
FYE 12/31/1992 $120.00 $140.00 $107.00
FYE 12/31/1993 $157.00 $154.00 $129.00
FYE 12/31/1994 $174.00 $156.00 $138.00
FYE 12/31/1995 $240.00 $215.00 $182.00
</TABLE>
Assumes $100 invested on December 31, 1990, in Mobil common stock, S&P
500 Index, and a composite index, weighted by market capitalization each year,
of the following seven major petroleum companies: Exxon Corporation, Chevron
Corporation, Amoco Corporation, Royal Dutch Petroleum Company/"Shell" Transport
and Trading Company p.l.c., Atlantic Richfield Company, British Petroleum
Company p.l.c., and Texaco Inc.
- - - - -----------
(1) Total return assumes reinvestment of dividends
(2) Fiscal year ending December 31.
18
<PAGE>
The following table presents information for the past three years for the
Chief Executive Officer and the other four most highly compensated executive
officers of Mobil.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------- ---------- ---------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION COMPEN- OPTIONS/ LTIP COMPEN-
AS OF DECEMBER 31, 1995 YEAR SALARY BONUS SATION (1) SARS(2) PAYOUTS SATION(3)
- - - - --------------------------- ---- -------- -------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Lucio A. Noto............. 1995 $833,333 $675,000 $ 93,028 70,000 $ 870,733 $74,383
chairman of the board 1994 770,833 525,000 112,533 70,000 609,713 53,958
and chief executive 1993 608,333 550,000 94,682 50,000 463,784 42,583
officer, Mobil
Corporation
Paul J. Hoenmans.......... 1995 745,000 400,000 103,972 35,000 1,109,089 94,950
director, Mobil 1994 725,000 380,000 130,234 35,000 789,011 50,750
Corporation; executive 1993 678,332 400,000 121,846 35,000 618,431 47,483
vice president, Mobil
Oil Corporation
Eugene A. Renna........... 1995 660,000 400,000 89,316 35,000 1,008,212 54,760
director, Mobil 1994 636,667 380,000 113,512 35,000 717,274 44,567
Corporation; executive 1993 595,833 400,000 107,923 35,000 556,557 41,708
vice president, Mobil
Oil Corporation
Robert O. Swanson......... 1995 600,000 400,000 73,453 35,000 788,269 71,960
director and senior vice 1994 547,500 335,000 91,848 35,000 553,602 38,325
president, Mobil 1993 501,667 345,000 84,328 30,000 404,740 35,117
Corporation
Thomas C. DeLoach, Jr..... 1995 470,000 260,000 44,254 27,500 481,174 49,400
senior vice president 1994 421,250 250,000 53,550 25,000 290,397 29,488
and chief financial 1993 385,000 260,000 49,143 25,000 227,214 26,950
officer, Mobil
Corporation
</TABLE>
- - - - -------
(1) Dividend equivalent payments in respect of allotments of contingent share
equivalents under the long-term incentive program.
(2) Number of shares covered by grants in 1993 may be exercised as stock
options or Stock Appreciation Rights (SARs); number of shares covered by
grants in 1994 and 1995 may be exercised as stock options only.
(3) Company allocations to Mobil's Supplemental Employees Savings Plan and in
1995, transitional lump sum payments of $15,000 to Mr. Noto, $40,000 to
Mr. Hoenmans, $8,000 to Mr. Renna, $28,000 to Mr. Swanson, and $20,000 to
Mr. DeLoach as a result of a change in a company-wide salary
administration policy relating to the timing of merit increases.
19
<PAGE>
THE FOLLOWING TWO TABLES PRESENT FURTHER DETAILS ON STOCK OPTIONS.
OPTION/SAR GRANTS IN 1995
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------- ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE GRANT DATE
SECURITIES OPTIONS APPRECIATION FOR PRESENT
UNDERLYING GRANTED TO EXERCISE OPTION TERM(2) VALUE(3)
OPTIONS EMPLOYEES OR BASE EXPIRATION ------------------------------------ ----------
NAME GRANTED(1) IN 1995 PRICE DATE 0% 5% 10%
---- ---------- ---------- -------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$87.3125(4) $ 142.22(4) $ 226.46(4)
Lucio A. Noto........... 70,000 2.6% $87.3125 2/23/2005 $ 0 3,843,525 9,740,325 $1,136,800
Paul J. Hoenmans........ 35,000 1.3% $87.3125 2/23/2005 $ 0 1,921,763 4,870,163 $ 568,400
Eugene A. Renna......... 35,000 1.3% $87.3125 2/23/2005 $ 0 1,921,763 4,870,163 $ 568,400
Robert O. Swanson....... 35,000 1.3% $87.3125 2/23/2005 $ 0 1,921,763 4,870,163 $ 568,400
Thomas C. DeLoach, Jr... 27,500 1.0% $87.3125 2/23/2005 $ 0 1,509,956 3,826,556 $ 446,600
</TABLE>
- - - - -------
(1) Number of shares covered by grants which may be exercised as stock
options. Options may be granted to employees as Incentive Stock Options as
defined in the Internal Revenue Code ("qualified options") or options
which are not so qualified ("non-qualified options"). All options are
granted at an option price equal to the fair market value of a share of
Mobil common stock on the date of grant (but not less than the par value)
for up to ten years after grant as determined by the Management
Compensation and Organization Committee. All options are 100% exercisable
after three years. Options are not transferable by the employee. If the
employee dies before exercising an option, it may be exercised on behalf
of his or her estate or distributed to an heir or legatee.
(2) The figures shown are potential future undiscounted values and are
unrelated to the Grant Date Present Values shown in the next column.
(3) Value based on modified Black-Scholes option pricing model which includes
assumptions for variables such as interest rates, stock price volatility
and future dividend yield. The Company's use of this model should not be
construed as an endorsement of its accuracy. Whether the model assumptions
used will prove to be accurate cannot be known at the date of grant. The
Black-Scholes model produces a value based on freely tradable securities.
Mobil employee stock options are not transferable so the "present value"
shown cannot be realized by the holder. Recognizing the limitations of the
model as described, the following assumptions were used to estimate the
Grant Date Present Value: dividend yield of 4.21%, continuously compounded
semi-annual risk-free interest rate of 7.27%, and estimated volatility of
18%. Mobil stock options are issued at the fair market value of its stock
on the date of grant, and terminate if unexercised after ten years. The
holder can derive a benefit only to the extent the market value of Mobil
common stock is higher than the exercise price at the date of the actual
exercise.
(4) If the assumed annual rate of stock price appreciation of 0%, 5% or 10%
per year should occur, the market value per share of Mobil common stock at
the end of the ten-year option term would be $87.31, $142.22, or $226.46,
as the case may be.
20
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS(4)
FY-END AT FY-END
---------------- ----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(1) REALIZED(2) UNEXERCISABLE(3) UNEXERCISABLE(3)
---- --------------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
Lucio A. Noto........... 18,582 $ 652,691 133,854 $6,051,737
104,381 2,882,966
Paul J. Hoenmans........ 37,263 $1,849,033 158,119 $7,600,628
51,881 1,431,560
Eugene A. Renna......... 25,141 $ 907,513 68,178 $3,085,570
51,881 1,431,560
Robert O. Swanson....... 30,000 $ 753,746 18,119 $ 580,940
51,881 1,431,560
Thomas C. DeLoach, Jr... 8,138 $ 287,277 86,730 $4,106,203
39,381 1,080,466
</TABLE>
- - - - -------
(1) Represents number of shares covered by stock options or SARs exercised.
(2) Difference between exercise price and market value on date of exercise.
(3) Qualified options granted prior to 1995 were 100% exercisable after one
year; non-qualified options granted prior to 1995 were 50% exercisable
after one year; 100% exercisable after two years. All options granted in
1995 were 100% exercisable after three years.
(4) Value of unexercised in-the-money options is based on the December 29,
1995 stock price of $112.75.
---------------
LONG-TERM INCENTIVE PROGRAM
CONTINGENT ALLOTMENTS IN 1995
<TABLE>
<CAPTION>
ESTIMATED FUTURE
NUMBER OF PERFORMANCE OR OTHER PAYOUTS
CONTINGENT STOCK PERIOD UNTIL -------------------------------
NAME EQUIVALENTS MATURATION OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ---------------- -------------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Lucio A. Noto........... 11,660 1995-1998 $ 0 $1,314,665 $1,971,997
Paul J. Hoenmans........ 6,476 1995-1998 0 730,169 1,095,253
Eugene A. Renna......... 6,476 1995-1998 0 730,169 1,095,253
Robert O. Swanson....... 6,476 1995-1998 0 730,169 1,095,253
Thomas C. DeLoach, Jr... 4,014 1995-1998 0 452,579 678,867
</TABLE>
Under this program, allotments of contingent stock equivalents (also known
as performance shares) are determined for participants annually, at the start
of a four-year performance period. These allotments are based on dollar
amounts, determined by reference to a participant's level within the Company
and the midpoint of the participant's salary grade at the beginning of each
period, which are then converted into performance shares at the average market
price for Mobil common stock over the 30 trading days immediately preceding
the allotment. Over the four-year cycle, dividend equivalents will be credited
with respect to these allotments and will be immediately converted into
additional performance shares. At the end of the period, the Management
Compensation and Organization Committee of the Board of Directors determines
the extent to which the contingent allotments should be converted into actual
awards. The Committee's policy in granting actual awards is based on Mobil's
performance relative to its petroleum comparator group using three criteria:
earnings per share growth, return on capital employed, and total shareholder
return. Payouts under the program are based in part on the price of Mobil's
common stock. The price used for the estimates provided is $112.75 per share,
the mean of the high and low sales prices of Mobil common stock on the New
York Stock Exchange on December 29, 1995. Actual payouts, if any, will be
based on the mean of the high and low sales prices of Mobil common stock on
such Exchange for a period of thirty trading days at the end of the four-year
performance period.
21
<PAGE>
PENSION TABLE
Mobil's Retirement Plan is qualified under the Internal Revenue Code of
1986, as amended, and is non-contributory. Employees who retire or terminate
as vested participants are entitled to receive retirement benefits computed
under a final average pay formula and may select either a life annuity or one
of several forms of settlement having an equivalent actuarial value at
retirement. The approximate annual annuity payable to employees in the higher
salary classifications is shown in the following table. To the extent these
amounts cannot be provided under the Retirement Plan due to the limitations
imposed by Sections 415 and 401(a)(17) of the Code, they will be provided for
Messrs. Noto, Hoenmans, Renna, Swanson and DeLoach under a supplemental
benefit plan which is not qualified under the Code.
ESTIMATED ANNUAL BENEFITS UNDER FINAL AVERAGE PAY FORMULA
<TABLE>
<CAPTION>
EARNINGS CREDITED
FOR RETIREMENT
PLAN BENEFITS* YEARS OF SERVICE AT RETIREMENT
----------------- -------------------------------------------------------------------
15 20 25 30 35 40 45
-------- -------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 600,000.............. $144,000 $192,000 $ 240,000 $ 288,000 $ 336,000 $ 384,000 $ 432,000
800,000.............. 192,000 256,000 320,000 384,000 448,000 512,000 576,000
1,000,000.............. 240,000 320,000 400,000 480,000 560,000 640,000 720,000
1,200,000.............. 288,000 384,000 480,000 576,000 672,000 768,000 864,000
1,400,000.............. 336,000 448,000 560,000 672,000 784,000 896,000 1,008,000
1,600,000.............. 384,000 512,000 640,000 768,000 896,000 1,024,000 1,152,000
1,800,000.............. 432,000 576,000 720,000 864,000 1,008,000 1,152,000 1,296,000
2,000,000.............. 480,000 640,000 800,000 960,000 1,120,000 1,280,000 1,440,000
2,200,000.............. 528,000 704,000 880,000 1,056,000 1,232,000 1,408,000 1,584,000
2,400,000.............. 576,000 768,000 960,000 1,152,000 1,344,000 1,536,000 1,728,000
2,600,000.............. 624,000 832,000 1,040,000 1,248,000 1,456,000 1,664,000 1,872,000
</TABLE>
- - - - -------
* All benefits shown are annual straight life annuities based on current
earnings credited for Retirement Plan benefits. Earnings credited for
Retirement Plan benefits represent one-third of the highest consecutive 36
months of base salary ("Salary" in the table on page 19) out of the last 120
months before retirement, plus one-third of 100% of the highest three
consecutive completed calendar years of short-term incentive compensation
("Bonus" in the table on page 19) awarded out of the last 10 completed
calendar years before retirement. Actual benefit payments would be slightly
lower than shown after integration with Social Security benefits, which would
vary with individual wage histories. Estimated credited years of service are
as follows for Mr. Noto, 35 years; Mr. Hoenmans, 41 years; Mr. Renna, 27
years; Mr. Swanson, 38 years; and Mr. DeLoach, 27 years.
SPECIAL ARRANGEMENTS RELATING TO POSSIBLE CHANGE OF CONTROL--The Board of
Directors has defined certain events, which are described below, the
occurrence of which might precede either a threat or a major challenge to
control of the Corporation. The Board has indicated that certain arrangements
affecting executive employees, including Messrs. Noto, Hoenmans, Renna,
Swanson, and DeLoach, might, in the discretion of the Management Compensation
and Organization Committee, be implemented upon the occurrence of such events.
If an event that might precede a threat to control should occur, these
arrangements are accelerated consideration and vesting of awards under the
short-term and long-term incentive compensation programs and the Mobil
Management Retention Plan and acceleration of the right to exercise any
outstanding stock options not currently exercisable. If an event that might
precede a major challenge to control should occur, these arrangements are
payment of vested awards under the short-term and long-term incentive
compensation programs and funding of currently unfunded employee benefits. In
addition, if the employment of such persons is terminated within two years of
a change of control, as defined below, they would receive payment of special
termination allowances and reimbursement of any fees and expenses of counsel
in connection with employee claims and costs of financial counseling and tax
planning. The Board has also determined that special termination allowances
would be paid to all other employees whose employment is terminated within
designated periods following a change of control. Awards which would currently
be payable as of December 31, 1995, under Mobil's special termination
allowance plan, upon involuntary termination of employment after a change of
control, are as follows: Mr. Noto, $2,800,000; Mr. Hoenmans, $2,290,000; Mr.
Renna, $2,140,000; Mr. Swanson, $1,890,000; and Mr. DeLoach, $1,460,000.
22
<PAGE>
Under Mobil's Management Retention Plan, conditional deferred awards, the
principal amount of which cannot exceed $1 million for any one person during
his or her working lifetime, have been made to selected executives whose
continued success is considered key to the long-term success of Mobil.
Payments, including either notional interest on the awards or the cash value of
dividend equivalents if awards are converted to share equivalents, are made
only after normal retirement, approved early retirement, death or long-term
disability. In the event of a change of control of the Corporation, deferred
awards plus either interest or the cash value of dividend equivalents would be
payable to participants whose employment has been or is to be terminated. The
amounts that would be payable as of December 31, 1995 in such an event are as
follows: Mr. Noto, $1,250,547; Mr. Hoenmans, $1,600,000; Mr. Renna, $1,136,038;
Mr. Swanson, $1,429,938, and Mr. DeLoach, $792,308.
The following are the events defined by the Board the occurrence of which
might precede a threat to control of the Corporation: (a) a stockholder or one
of a group of stockholders who or which is the beneficial owner of at least 5%
of Mobil's outstanding stock (an "interested stockholder") proposes removal of
a director or election of a director other than one nominated by the Board, (b)
any stockholder or group of stockholders acting in concert owns beneficially or
has acquired the right to vote shares representing more than 10% of Mobil's
outstanding stock, (c) an announcement is made of a serious tender offer for
some or all of Mobil's outstanding stock, or (d) an interested stockholder
proposes a "business combination". A business combination is (i) a merger
between Mobil and the interested stockholder, (ii) a sale or other disposition
by Mobil of assets worth at least $100 million in a transaction involving the
interested stockholder, (iii) the issuance of securities by Mobil to the
interested stockholder in exchange for cash or property (including stock or
securities) worth at least $100 million, (iv) the adoption of a plan to
liquidate or dissolve Mobil, or (v) any reclassification of Mobil's securities,
recapitalization of the Corporation, merger of Mobil with any of its
subsidiaries or any other transaction which would have the effect of increasing
the proportionate share of Mobil's outstanding stock owned by the interested
stockholder. The following are the events defined by the Board the occurrence
of which might precede a major challenge to control of the Corporation: (1) a
date is set for a meeting of stockholders to consider a business combination,
(2) an interested stockholder begins to solicit proxies to propose the election
of a director, removal of an incumbent director or a business combination, (3)
an announcement is made of a serious tender offer for some or all of Mobil's
shares, or (4) any stockholder or group of stockholders acting in concert owns
beneficially or has acquired the right to vote shares representing more than
25% of Mobil's outstanding stock. A change of control occurs when the incumbent
directors (which term includes subsequent directors who are approved by at
least a majority of the incumbent directors) cease to constitute a majority of
the Board, any stockholder or group of stockholders acting in concert owns
beneficially or has acquired the right to vote shares representing more than
25% of Mobil's outstanding stock, or Mobil's stockholders approve the
liquidation or dissolution of Mobil, the sale of all of Mobil's assets, or a
reorganization or merger following which such stockholders own less than 50% of
the outstanding stock of the reorganized or merged company.
--------------
23
<PAGE>
OWNERSHIP OF MOBIL CORPORATION STOCK
The following table sets forth, as of March 1, 1996, the beneficial
ownership of Mobil's common stock for each director and nominee for director,
each executive officer named in the Summary Compensation Table on page 19 who
is not a director, and all directors and executive officers as a group. It
also sets forth the deferred share equivalents credited to such persons.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
---------------------------
DEFERRED
SHARES STOCK SHARE
DIRECTORS AND EXECUTIVE OFFICERS OWNED OPTIONS TOTAL EQUIVALENTS
- - - - -------------------------------- ------- --------- --------- -----------
<S> <C> <C> <C> <C>
Lewis M. Branscomb..................... 1,000 0 1,000 100
Thomas C. DeLoach, Jr.................. 47,685 153,611 201,296 0
Donald V. Fites........................ 1,808 0 1,808 100
Charles A. Heimbold, Jr................ 1,000 0 1,000 100
Paul J. Hoenmans....................... 50,190 264,400 314,590 7,575
Allen F. Jacobson...................... 1,158 0 1,158 6,346
Samuel C. Johnson...................... 20,000 0 20,000 100
Helene L. Kaplan....................... 4,000 0 4,000 2,795
J. Richard Munro....................... 500 0 500 100
Lucio A. Noto.......................... 58,180 308,235 366,415 6,132
Aulana L. Peters....................... 100 0 100 2,250
Eugene A. Renna........................ 54,855 155,059 209,914 0
Charles S. Sanford, Jr................. 2,001 0 2,001 481
Robert G. Schwartz..................... 1,000 0 1,000 3,863
Robert O. Swanson...................... 55,024 105,000 160,024 0
All directors and executive officers as
a group, including those named above.. 379,917 1,288,188 1,668,105 30,726
</TABLE>
Shares and stock options listed as beneficially owned include 10,028 shares
and 19,400 stock options held by family members or family trusts or
foundations of certain directors as to which such persons disclaim beneficial
ownership. Excluded from the shares listed as beneficially owned are 7,286,005
shares held in accounts of Bankers Trust Company, the principal subsidiary of
Bankers Trust New York Corporation, for which Mr. Sanford serves as Chairman
of the Board. Sole discretion as to voting and investment power exists as to
all remaining shares which the directors and officers presently hold. Stock
options refer to the numbers of shares of common stock that may be acquired
within 60 days pursuant to employee stock options. Deferred share equivalents
are stock equivalents equal in value to common stock which earn dividend
equivalents equal to dividends declared on common stock. Non-employee
directors receive a portion of their annual retainers in such equivalents and
may elect to receive all or part of their fees and the cash portion of their
annual retainers in such equivalents under the Deferred Fee Plan referred to
on page 7. Incentive awards to employees may be deferred and paid in deferred
share equivalents under the 1995 Mobil Incentive Compensation and Stock
Ownership Plan and its predecessors. Individuals credited with deferred share
equivalents have neither investment nor voting powers in respect of such
equivalents.
No individual named above owns more than 1% of Mobil's outstanding common
stock, nor do all directors and executive officers as a group, including those
named above. As of March 1, 1996, the Trustee under the Employees Savings Plan
of Mobil Oil Corporation held 17,373,249 shares of the common stock of Mobil
in such Plan, which is approximately 4.40% of the total number of shares of
common stock outstanding at that date. As of the same date, the Trustee under
the Mobil Employee Stock Ownership Plan, which is incorporated in the
Employees Savings Plan, held all 91,927 outstanding shares of Series B ESOP
Convertible Preferred Stock. The shares of common stock and preferred stock so
held by such Trustees together represented 6.73% of the votes which
24
<PAGE>
may be cast by the voting securities of Mobil outstanding as of March 1, 1996.
All such shares of common stock are beneficially owned by participants in the
Employees Savings Plan; all such shares of Series B ESOP Convertible Preferred
Stock which have been allocated to participants in the Employee Stock
Ownership Plan, numbering 36,052, are beneficially owned by such participants,
the balance being held for such allocation over the life of the Plan.
---------------
Pursuant to Section 16(a) of the Securities and Exchange Act of 1934,
Mobil's directors and officers are required to file reports with the
Securities and Exchange Commission and the New York Stock Exchange, within
specified monthly and annual due dates, relating to their ownership of and
transactions in the Corporation's equity securities. Aldis V. Liventals, an
officer of the Corporation, inadvertently filed one monthly report relating to
two transactions after the due date therefor.
---------------
PROXIES AND VOTING AT THE MEETING
Since many Mobil stockholders are unable to attend the Corporation's Annual
Meeting, the Board of Directors solicits proxies to give each stockholder an
opportunity to vote on all matters scheduled to come before the meeting and
set forth in this Proxy Statement. Stockholders are urged to read carefully
the material in this Proxy Statement; specify their choice on each matter by
marking the appropriate boxes on the enclosed proxy card; and sign, date and
return the card in the enclosed envelope.
If no choice is specified and the card is properly signed and returned, the
shares will be voted by the Proxy Committee as recommended by Mobil. A
stockholder who signs a proxy may revoke or revise that proxy at any time
before the meeting or, by voting by ballot at the meeting, cancel any proxy
previously returned.
Stockholder proxies are returned to the Corporation's independent proxy
processing agent and the vote is certified by independent Inspectors of
Election. Proxies and ballots that identify the vote of individual
stockholders are kept confidential until the final vote has been tabulated at
the Annual Meeting, except as necessary to meet legal requirements or in a
contested proxy solicitation, and in cases where stockholders write comments
on their proxy cards.
Mobil's Proxy Committee comprises the Chairman, Lucio A. Noto; Chief
Financial Officer, Thomas C. DeLoach, Jr.; and Secretary of the Corporation,
Charles H. DuBois. Proxy cards, unless otherwise indicated by the stockholder,
also confer upon the Proxy Committee discretionary authority to vote all
shares of the stock represented by the proxies on any matter which properly
may be presented for action at the meeting even if not covered herein. If any
of the nominees for director named in Item 1 beginning on page 3 should be
unavailable for election, the proxies will be voted for the election of such
other person as may be recommended by Mobil in place of such nominee.
QUORUM AND VOTE REQUIRED FOR APPROVAL
The holders of all outstanding shares of Mobil stock are entitled to vote in
person or by proxy on all matters which may come before the meeting. The
holders of shares entitled to cast not less than one-third of the votes must
be present in person or represented by proxy at the meeting in order to
constitute a quorum for the transaction of business; all shares present in
person or represented by proxy are counted for quorum purposes.
Directors are elected by a plurality of the votes of the shares present or
represented at the meeting and entitled to vote. Except as stated in Item 2 on
pages 9 and 10 in respect of the appointment of independent auditors, approval
of each other matter to be voted upon requires the affirmative vote of a
majority of the votes of shares present or represented at the meeting and
entitled to vote on such matter. Where a stockholder by marking a proxy form
or ballot withholds a vote on the election of any director or otherwise
indicates that no vote is to be cast on any specific matter to be voted upon
(including a non-vote by a broker pursuant to the rules of the New York Stock
Exchange), such votes are not counted as entitled to vote with respect to that
election or subject matter, as the case may be. Abstentions are counted as
votes cast on any matter to which they relate, except that they are not so
counted for the purpose of determining whether the percentage tests under the
rules of the Securities and Exchange Commission for resubmission of proxy
statement proposals have been met. Abstentions have the same effect as "no"
votes since in both instances the vote is not part of the affirmative vote
required for approval of the matter voted upon.
25
<PAGE>
ATTENDANCE AT ANNUAL MEETING
All individuals attending must register before entering the meeting hall.
Priority seating will be given to stockholders of record, beneficial owners of
Mobil stock having evidence of such ownership, or their authorized
representatives, and invited guests of management. In addition, a stockholder
may bring a guest. Those unable to attend may request from the Secretary a
copy of the report of the proceedings of the meeting.
PROXY SOLICITATION
The cost of soliciting proxies will be borne by Mobil. To assist in the
proxy solicitation, Mobil has engaged Morrow & Co., Inc. for a fee of $20,000
plus out-of-pocket expenses. Mobil will reimburse brokerage houses, banks and
other custodians, nominees, and fiduciaries for reasonable expenses, in
accordance with the regulations of the Securities and Exchange Commission, the
New York Stock Exchange, Inc. and other exchanges, in sending proxy materials
to beneficial owners.
Dated: March 18, 1996
26
<PAGE>
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
- - - - --------------------------------------------------------------------------------
PRINTED [RECYCLED
IN PAPER
U.S.A. LOGO]
<PAGE>
[LOGO OF MOBIL CORPORATION] PROXY
- - - - --------------------------------------------------------------------------------
SOLICITED BY THE BOARD OF DIRECTORS for Annual Meeting of Stockholders
GRAND BALLROOM
HYATT REGENCY RESTON
RESTON TOWN CENTER
1800 PRESIDENTS STREET
RESTON, VIRGINIA 22090
THURSDAY, MAY 9, 1996 AT 10:00 A.M.
The undersigned hereby appoints Lucio A. Noto, Thomas C. DeLoach, Jr. and
Charles H. DuBois and any one of them, each with power of substitution, the
attorneys of the undersigned to vote all shares held of record on the record
date by the undersigned as directed and, in their discretion, on all other
matters which may properly come before the 1996 Annual Meeting of Stockholders
of Mobil Corporation, and any adjournment thereof. The undersigned directors
said proxies to vote as specified upon the items shown on the reverse side,
which are referred to in the Notice of Annual Meeting and set forth in the
Proxy Statement.
This card also provides voting instructions for shares held in the Stock
Purchase and Dividend Reinvestment Plan. For participants in the Mobil Oil
Employees Savings Plan and the Mobil Employee Stock Ownership Plan, if you wish
to provide voting instructions for the trustees for shares of Mobil stock
credited to your accounts, please FILL IN AND SIGN THIS CARD AND MAIL IT IN TIME
TO BE RECEIVED NO LATE THAN NOON ON MAY 6, 1996.
Your vote for six directors may be indicated on the reverse side. Charles A.
Heimbold,Jr., Samuel C. Johnson, Helene L. Kaplan, Lucio A. Noto, Aulana L.
Peters and Eugene A. Renna have been nominated to serve for a term of three
years to expire at the Annual Meeting in 1999.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
(Continued, and to be signed, on the reverse side)
- - - - --------------------------------------------------------------------------------
Fold and Detach Here
[LOGO OF MOBIL CORPORATION]
Dear Mobil Stockholder:
Please sign and date the above proxy card and return it promptly using
the enclosed envelope. We encourage you to vote your proxy. Your voting
instructions will be confidential and will be seen only by authorized personnel
of the independent inspectors of election, except as otherwise provided in the
proxy statement.
Thank you in advance for voting on the important items shown on the
reverse side of the proxy.
Charles H. DuBois
Secretary
<PAGE>
The votes represented by this proxy will be voted as Please mark
marked by you. However, if you execute and return the your vote X
proxy unmarked, such votes will be voted "FOR" with
Proposals 1 and 2 and "AGAINST" Proposals 3, 4 and 5. an X
- - - - ---------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
- - - - ---------------------------------------------------------------------
WITHHELD
FOR FOR ALL
1. Election of Directors (duly nominated
and listed on the reverse side of this [ ] [ ]
proxy)
Withheld for the following only (write the
nominee's name(s) in the space below)
- - - - --------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of independent
auditors [ ] [ ] [ ]
- - - - ---------------------------------------------------------------------
- - - - ---------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" ITEMS 3, 4 AND 5.
- - - - ---------------------------------------------------------------------
3. Limit authority to issue FOR AGAINST ABSTAIN
preferred stock [ ] [ ] [ ]
4. Cumulative voting
5. Discontinue use of stock
options
- - - - ---------------------------------------------------------------------
PLEASE DATE AND SIGN BELOW AS YOUR NAME APPEARS TO THE LEFT AND RETURN IN THE
ENCLOSED ENVELOPE. IF ACTING AS EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN,
ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE SIGNER IS A CORPORATION,
PLEASE SIGN THE FULL CORPORATE NAME, BY A DULY AUTHORIZED OFFICER. IF SHARES
ARE HELD JOINTLY, EACH STOCKHOLDER NAMED SHOULD SIGN.
Dated , 1996
--------------------------
- - - - --------------------------------------
Signature
- - - - --------------------------------------
Signature if held jointly
