Executive Change · Shareholder Vote

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 25, 2022 Chevron Corporation (Exact name of registrant as specified in its charter) Delaware 001-00368 94-0890210 (State or other jurisdiction of incorporation ) (Commission File Number) (I.R.S. Employer 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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain         officers; Compensatory Arrangements of Certain Officers. (e) On May 25, 2022, the stockholders of Chevron Corporation (“Chevron”) approved the 2022 Long-Term Incentive Plan of Chevron Corporation (“2022 LTIP”). The 2022 LTIP provides for the issuance of up to 104 million shares, plus any shares subject to outstanding awards under the prior Long-Term Incentive Pan that, on or after May 25, 2022, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares), reduced by the number of shares subject to awards granted under the prior plan after February 28, 2022. The maximum number of shares that may be issued subject to full-value awards under the 2022 LTIP is 48 million. The description of the 2022 LTIP contained under the caption “Board proposal to approve 2022 Long-Term Incentive Plan of Chevron Corporation” in Chevron’s definitive proxy statement for the 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 7, 2022, is incorporated herein by reference. Such description is qualified in its entirety by reference to the 2022 LTIP, a copy of which is incorporated by reference as Exhibit 10.1 to this report. Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The 2022 Annual Meeting of Stockholders of Chevron was held on Wednesday, May 25, 2022. (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. 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 1,356,614,514 97.9   % 28,555,703 19,451,739 255,146,992 John B. Frank 1,327,458,248 94.8   % 72,739,019 4,424,689 255,146,992 Alice P. Gast 1,369,407,527 97.8   % 31,191,074 4,023,355 255,146,992 Enrique Hernandez, Jr. 1,295,111,423 92.5   % 104,924,484 4,586,049 255,146,992 Marillyn A. Hewson 1,372,362,179 98.1   % 26,601,433 5,658,344 255,146,992 Jon M. Huntsman Jr. 1,362,022,829 97.3   % 38,222,721 4,376,406 255,146,992 Charles W. Moorman 1,358,060,626 97.0   % 41,875,215 4,686,115 255,146,992 Dambisa F. Moyo 1,370,473,684 98.0   % 28,094,260 6,054,012 255,146,992 Debra Reed-Klages 1,364,708,945 97.6   % 34,163,577 5,749,434 255,146,992 Ronald D. Sugar 1,221,394,633 87.2   % 178,541,678 4,685,645 255,146,992 D. James Umpleby III 1,367,623,361 97.7   % 32,518,322 4,480,273 255,146,992 Michael K. Wirth 1,293,511,135 92.4   % 106,951,081 4,159,740 255,146,992 (2) The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2022 was approved based upon the following votes: Votes For 1,607,568,967 97.1% Votes Against 47,780,720 2.9% Abstentions 4,419,261 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 1,017,189,095 73.0% Votes Against 376,729,287 27.0% Abstentions 10,703,574 Broker Non-Votes 255,146,992 (4) 2022 Long-Term Incentive Plan of Chevron Corporation was approved based upon the following votes: Votes For 1,335,028,118 95.6% Votes Against 61,543,677 4.4% Abstentions 8,050,161 Broker Non-Votes 255,146,992 (5) The stockholder proposal regarding adoption of medium- and long-term GHG reduction targets was not approved based upon the following votes: Votes For 452,496,908 32.6% Votes Against 934,555,508 67.4% Abstentions 17,569,540 Broker Non-Votes 255,146,992 (6) The stockholder proposal regarding a report on impacts of Net Zero 2050 scenario was not approved based upon the following votes: Votes For 536,473,054 38.7% Votes Against 851,102,680 61.3% Abstentions 17,046,222 Broker Non-Votes 255,146,992 (7) The stockholder proposal regarding a report on reliability of methane emission disclosures was approved based upon the following votes: Votes For 1,361,323,529 98.0% Votes Against 28,220,990 2.0% Abstentions 15,077,437 Broker Non-Votes 255,146,992 (8) The stockholder proposal regarding a report on business with conflict-complicit governments was not approved based upon the following votes: Votes For 170,761,944 12.4% Votes Against 1,207,861,727 87.6% Abstentions 25,998,285 Broker Non-Votes 255,146,992 (9) The stockholder proposal regarding a report on racial equity audit was not approved based upon the following votes: Votes For 657,196,358 47.5% Votes Against 727,194,005 52.5% Abstentions 20,231,593 Broker Non-Votes 255,146,992 (10) The stockholder proposal regarding setting the special meeting threshold at ten percent was not approved based upon the following votes: Votes For 381,866,638 27.4% Votes Against 1,011,783,818 72.6% Abstentions 10,971,500 Broker Non-Votes 255,146,992 Item 9.01 Financial Statements and Exhibits. (d)      Exhibits .      Exhibit Number Description 10.1 2022 Long-Term Incentive Plan of Chevron Corporation . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: May 27, 2022 CHEVRON CORPORATION By: /s/ Rose Z. Pierson Rose Z. Pierson Assistant Secretary