8-KThe WireRoutine
Shareholder Vote
Filed May 31, 2024 · 2y ago · Accession 0000093410-24-000028
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 29, 2024
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.)
5001 Executive Parkway, Suite 200 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 2024 Annual Meeting of Stockholders of Chevron Corporation ("Chevron") was held on Wednesday, May 29, 2024.
(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 1,271,396,000 97.4% 33,383,106 3,021,035 263,412,409
John B. Frank 1,267,543,431 97.2% 37,116,950 3,139,760 263,412,409
Alice P. Gast 1,268,675,085 97.2% 36,142,274 2,982,782 263,412,409
Enrique Hernandez, Jr. 1,222,141,563 93.7% 82,382,081 3,276,497 263,412,409
Marillyn A. Hewson 1,281,732,946 98.2% 23,150,406 2,916,789 263,412,409
Jon M. Huntsman Jr. 1,268,569,520 97.2% 36,085,980 3,144,641 263,412,409
Charles W. Moorman 1,253,299,287 96.1% 51,284,521 3,216,333 263,412,409
Dambisa F. Moyo 1,281,933,651 98.3% 22,619,118 3,247,372 263,412,409
Debra Reed-Klages 1,278,475,369 98.0% 25,995,043 3,329,729 263,412,409
D. James Umpleby III 1,276,734,817 97.9% 27,473,485 3,591,839 263,412,409
Cynthia J. Warner 1,284,486,337 98.4% 20,321,652 2,992,152 263,412,409
Michael K. Wirth 1,241,381,900 95.3% 61,436,091 4,982,150 263,412,409
(2) The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2024 was approved based upon the following votes:
Votes For
1,516,907,390 96.7%
Votes Against
51,109,923 3.3%
Abstentions
3,195,237
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
1,246,718,336 95.8%
Votes Against
54,030,151 4.2%
Abstentions
7,051,654
Broker Non-Votes
263,412,409
(4) The stockholder proposal to report on voluntary carbon reduction risks was not approved based upon the following votes:
Votes For
19,799,653 1.5%
Votes Against
1,272,375,728 98.5%
Abstentions
15,624,760
Broker Non-Votes
263,412,409
(5) The stockholder proposal to report on plastic demand scenario was not approved based upon the following votes:
Votes For
97,491,565 7.6%
Votes Against
1,194,561,648 92.4%
Abstentions
15,746,928
Broker Non-Votes
263,412,409
(6) The stockholder proposal to commission a third-party report on human rights practices was not approved based upon the following votes:
Votes For
286,557,289 22.2%
Votes Against
1,005,257,027 77.8%
Abstentions
15,985,825
Broker Non-Votes
263,412,409
(7) The stockholder proposal to report on tax practices was not approved based upon the following votes:
Votes For
193,282,634 14.9%
Votes Against
1,105,372,064 85.1%
Abstentions
9,145,443
Broker Non-Votes
263,412,409
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 31, 2024
CHEVRON CORPORATION
By:
/s/ Rose Z. Pierson
Rose Z. Pierson
Assistant Secretary
Filing details
- Company
- CHEVRON CORP
- Ticker
- CVX
- CIK
- 93410
- Form type
- 8-K
- Filing date
- May 31, 2024
- Report date
- May 29, 2024
- Document
- cvx-20240529.htm
- Size
- 193 KB