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):                     November 1, 2018                    



(Exact name of registrant as specified in its charter)






    (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.
            (b)(d)    D.G. (Jerry) Wascom has announced his intention to resign as a director of Imperial Oil Limited effective October 31, 2018. Following the recommendation of the company’s nominations and corporate governance committee, on November 1, 2018, the board of directors appointed D.C. (Dave) Brownell as a director of the company effective November 1, 2018. Mr. Brownell is senior vice president of global operations, ExxonMobil Fuels & Lubricants Company. As Mr. Brownell is employed by Exxon Mobil Corporation, he will not receive compensation for acting as a director of the company.
   Mr. Brownell will be a member of the board’s executive resources committee, public policy and corporate responsibility committee, nominations and corporate governance committee, and community collaboration and engagement committee.



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: November 1, 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