Washington, D.C. 20549



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

Date of Report (Date of earliest event reported):                  July 26, 2018        




(Exact name of registrant as specified in its charter)


          Canada                                          0-12014                         98-0017682                     

(State or other jurisdiction

of incorporation)

    (Commission File Number)     (IRS Employer Identification No.)


                505 Quarry Park Boulevard S.E., Calgary, Alberta   T2C 5N1        
                        (Address of principal executive offices)   (Zip Code)      

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):


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


  (d) Imperial Oil Limited announced today the appointment of Miranda C. Hubbs to the Company’s board of directors effective July 26, 2018.

Ms. Hubbs will be a member of the board’s audit committee, executive resources committee, environment, health and safety committee, nominations and corporate governance committee, and contributions committee. Ms. Hubbs will receive the same compensation as other non-employee directors of the company as described in the proxy information section of the company’s most recent Form 10-K for the fiscal year-ended December 31, 2017.

A copy of the company’s news release is attached as Exhibit 99.1 to this report.


Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits.

The following exhibit is furnished as part of this report on Form 8-K:


  99.1    News release of the Company on July 26, 2018 announcing the appointment of Miranda C. Hubbs to the company’s board of directors.


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.


Date: July 26, 2018        

By:          /s/ Lara Pella


      Name:     Lara Pella  
      Title:       Assistant General Counsel and  
                      Corporate Secretary  

By:          /s/ Cathryn Walker


      Name:     Cathryn Walker  
      Title:        Assistant Corporate Secretary