8-K
CHEVRON CORP (CVX)
8-K
2023-06-02
For: 2023-05-31
View Original
Added on
April 02, 2026
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 31, 2023
| Chevron Corporation | |||||||
|---|---|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | Delaware | 001-00368 | 94-0890210 | ||||
| --- | --- | --- | |||||
| (State or other jurisdiction<br>of incorporation ) | (Commission File Number) | (I.R.S. Employer<br>Identification No.) | 6001 Bollinger Canyon Road, | San Ramon, | CA | 94583 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (925) 842-1000
| N/A |
|---|
| (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 obligations of the registrant under any of the following provisions:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock, par value $.75 per share | CVX | New York Stock Exchange | ||||||||||
| 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 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||||||
| --- | --- | |||||||||||
| (a) | The 2023 Annual Meeting of Stockholders of Chevron ("Chevron") was held on Wednesday, May 31, 2023. | |||||||||||
| --- | --- | |||||||||||
| (b) | Chevron stockholders voted on the matters set forth below, with final voting results indicated. For the election of Directors in an uncontested election, each nominee who received a majority of votes cast (i.e., the number of shares voted for exceeded the number of shares voted against, excluding abstentions) was elected a Director. Except for Item 4 (advisory vote on the frequency of future advisory votes on named executive officer compensation), all other items were approved if the number of shares voted for exceeded the number of shares voted against, excluding abstentions. | |||||||||||
| (1) | All nominees for election to the Chevron Board of Directors (“Board”) were elected, each for a one-year term, based upon the following votes: | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| Wanda M. Austin | 1,284,432,877 | 94.9% | 68,474,319 | 4,904,857 | 254,752,768 | |||||||
| John B. Frank | 1,274,300,996 | 94.2% | 78,361,963 | 5,149,094 | 254,752,768 | |||||||
| Alice P. Gast | 1,289,348,132 | 95.3% | 63,577,504 | 4,886,417 | 254,752,768 | |||||||
| Enrique Hernandez, Jr. | 1,250,530,408 | 92.4% | 102,161,687 | 5,119,958 | 254,752,768 | |||||||
| Marillyn A. Hewson | 1,294,280,617 | 95.7% | 58,245,366 | 5,286,070 | 254,752,768 | |||||||
| Jon M. Huntsman Jr. | 1,288,115,220 | 95.2% | 64,769,032 | 4,927,801 | 254,752,768 | |||||||
| Charles W. Moorman | 1,276,130,158 | 94.3% | 76,550,046 | 5,131,849 | 254,752,768 | |||||||
| Dambisa F. Moyo | 1,291,773,507 | 95.5% | 60,788,112 | 5,250,434 | 254,752,768 | |||||||
| Debra Reed-Klages | 1,289,207,054 | 95.3% | 63,622,177 | 4,982,822 | 254,752,768 | |||||||
| D. James Umpleby III | 1,290,170,390 | 95.4% | 62,422,258 | 5,219,405 | 254,752,768 | |||||||
| Cynthia J. Warner | 1,292,688,683 | 95.6% | 60,185,885 | 4,937,485 | 254,752,768 | |||||||
| Michael K. Wirth | 1,259,781,656 | 93.2% | 91,487,390 | 6,543,007 | 254,752,768 | (2) | The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2023 was approved based upon the following votes: | |||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 1,567,505,339 | 97.4 | % | |||||||||
| Votes Against | 41,288,506 | 2.6 | % | |||||||||
| Abstentions | 3,770,976 | |||||||||||
| Broker Non-Votes | Brokers were permitted to cast stockholder non-votes (i.e., uninstructed shares) at their discretion on this proposal item, and such non-votes are reflected in the votes for or against or abstentions. | (3) | The Board’s proposal for stockholders to approve, on an advisory basis, the compensation of Chevron’s named executive officers was approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 1,278,875,726 | 94.8 | % | |||||||||
| Votes Against | 70,734,093 | 5.2 | % | |||||||||
| Abstentions | 8,202,234 | |||||||||||
| Broker Non-Votes | 254,752,768 | (4) | The Board’s proposal for stockholders to vote, on an advisory basis, as to the frequency of future advisory votes on Chevron’s named executive officer compensation received the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For 1 Year | 1,317,640,293 | 97.4 | % | |||||||||
| Votes For 2 Years | 4,673,790 | 0.4 | % | |||||||||
| Votes For 3 Years | 30,132,360 | 2.2 | % | |||||||||
| Abstentions | 5,365,610 | |||||||||||
| Broker Non-Votes | 254,752,768 | |||||||||||
| (5) | The stockholder proposal to rescind the 2021 "reduce scope 3 emissions" stockholder proposal was not approved based upon the following votes: | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 16,994,506 | 1.3 | % | |||||||||
| Votes Against | 1,329,380,598 | 98.7 | % | |||||||||
| Abstentions | 11,436,949 | |||||||||||
| Broker Non-Votes | 254,752,768 | (6) | The stockholder proposal to set a medium-term Scope 3 GHG emissions reduction target was not approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 126,481,041 | 9.6 | % | |||||||||
| Votes Against | 1,197,276,946 | 90.4 | % | |||||||||
| Abstentions | 34,054,066 | |||||||||||
| Broker Non-Votes | 254,752,768 | (7) | The stockholder proposal to recalculate emissions baseline to exclude emissions from material divestitures was not approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 244,643,534 | 18.3 | % | |||||||||
| Votes Against | 1,091,422,043 | 81.7 | % | |||||||||
| Abstentions | 21,746,476 | |||||||||||
| Broker Non-Votes | 254,752,768 | (8) | The stockholder proposal to establish a board committee on decarbonization risk was not approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 20,805,755 | 1.6 | % | |||||||||
| Votes Against | 1,317,400,540 | 98.4 | % | |||||||||
| Abstentions | 19,605,758 | |||||||||||
| Broker Non-Votes | 254,752,768 | (9) | The stockholder proposal regarding a report on worker and community impact from facility closures and energy transitions was not approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 233,776,859 | 18.6 | % | |||||||||
| Votes Against | 1,021,863,493 | 81.4 | % | |||||||||
| Abstentions | 102,171,701 | |||||||||||
| Broker Non-Votes | 254,752,768 | (10) | The stockholder proposal regarding a report on racial equity audit was not approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 130,474,785 | 9.8 | % | |||||||||
| Votes Against | 1,204,369,693 | 90.2 | % | |||||||||
| Abstentions | 22,967,575 | |||||||||||
| Broker Non-Votes | 254,752,768 | (11) | The stockholder proposal regarding a report on tax practices was not approved based upon the following votes: | |||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 196,909,938 | 14.6 | % | |||||||||
| Votes Against | 1,148,005,158 | 85.4 | % | |||||||||
| Abstentions | 12,896,957 | |||||||||||
| Broker Non-Votes | 254,752,768 | |||||||||||
| (12) | The stockholder proposal regarding adopting a policy for an independent chair was not approved based upon the following votes: | |||||||||||
| --- | --- | --- | --- | --- | ||||||||
| Votes For | 268,558,758 | 19.9 | % | |||||||||
| Votes Against | 1,081,226,261 | 80.1 | % | |||||||||
| Abstentions | 8,027,034 | |||||||||||
| Broker Non-Votes | 254,752,768 |
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.
Dated: June 2, 2023
| CHEVRON CORPORATION | |
|---|---|
| By: | /s/ Rose Z. Pierson |
| Rose Z. Pierson | |
| Assistant Secretary |