UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):              May 3, 2022            

IMPERIAL OIL LIMITED

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:             1-800-567-3776                    

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

At the annual meeting of shareholders on May 3, 2022, each of the seven nominees proposed as directors of Imperial Oil Limited (the “Company”) were elected to hold office until the close of the next annual meeting. The votes for the directors were:

D.W. Cornhill 540,497,248 shares for and 61,434,933 shares withheld,

B.W. Corson 586,247,361 shares for and 15,684,820 shares withheld,

M.R. Crocker 577,063,393 shares for and 24,868,788 shares withheld,

K.T. Hoeg 590,765,513 shares for and 11,166,118 shares withheld,

M.C. Hubbs 596,301,725 shares for and 5,630,456 shares withheld,

J.M. Mintz 580,745,526 shares for and 21,186,655 shares withheld, and

D.S. Sutherland 586,743,639 shares for and 15,188,158 shares withheld.

At the same annual meeting of shareholders, PricewaterhouseCoopers LLP was reappointed as the auditor of the Company and the shareholder proposal set out in the Company’s management proxy circular was defeated. The votes for the auditor reappointment and the shareholder proposal were:

the auditor was reappointed by a vote of 597,750,173 shares for and 8,627,344 shares withheld; and

the shareholder proposal requesting the adoption of a policy to cease oil and gas exploration and developments was defeated by a vote of 593,019,590 against and 8,908,961 for.

On May 3, 2022, Imperial Oil Limited (the “company”) by means of a press release announced the voting results for the election of directors displayed in accordance with Canadian requirements. A copy of the press release is attached as Exhibit 99.1 to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.