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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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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
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