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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): December 5, 2008
Chevron Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-368-2
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94-0890210 |
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer No.) |
of incorporation) |
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6001 Bollinger Canyon Road, San Ramon, CA
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94583 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (925) 842-1000
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers;
Compensatory
Arrangements of Certain Officers.
On December 10, 2008, Chevron Corporation issued a press release announcing that on December 5,
2008, General James L. Jones resigned from the Board of Directors, effective as of that date, due
to his acceptance to serve as National Security Advisor to President-elect Barack Obama.
In addition, Chevron announced that on December 10, 2008, the Board elected Enrique Hernandez, Jr.
to the Board and named Mr. Hernandez to the Audit Committee. On that date, the Board approved a
grant to Mr. Hernandez of 1,021 Restricted Stock Units, which is a prorated grant of the annual
restricted stock unit award granted under the Chevron Non-Employee Directors Equity Compensation
and Deferral Plan. Mr. Hernandez will also be entitled to receive the annual cash retainer for
non-employee Directors, which will be prorated and paid in monthly installments of $9,667.
In addition, Chevron announced that Patricia E. Yarrington has been appointed Vice President and
Chief Financial Officer effective January 1, 2009, replacing Stephen J. Crowe, who has elected to
retire after 36 years of service. Ms. Yarrington will receive an annual base salary of $700,000
and will continue to be eligible to receive compensation under the Chevron Incentive Plan and the
Chevron Long Term Incentive Plan, as well as continue to participate in the other benefit and
deferral plans on the same terms available to other employees.
The press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Press Release dated December 10, 2008. |
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99.2 |
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Press Release dated December 10, 2008. |
SIGNATURE
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: December 11, 2008
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CHEVRON CORPORATION
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By |
/S/ CHRISTOPHER A. BUTNER
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Christopher A. Butner |
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Assistant Secretary |
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EXHIBIT INDEX
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99.1
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Press release issued December 10, 2008. |
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99.2
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Press release issued December 10, 2008. |
exv99w1
Exhibit 99.1
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Policy, Government and Public Affairs
Chevron Corporation
P.O. Box 6078
San Ramon, CA 94583-0778
www.chevron.com |
News Release
FOR IMMEDIATE RELEASE
Enrique Hernandez Jr. Elected to Chevron Board of Directors;
Gen. James L. Jones Resigns Following National Security Adviser Appointment
SAN RAMON, Calif., Dec. 10, 2008 Chevron Corporation (NYSE:CVX) today announced Enrique Hernandez
Jr. has been elected to Chevrons board of directors and will serve on the companys Audit
Committee.
Separately, Gen. James L. Jones (retired, United States Marine Corps) has resigned from the
board effective Dec. 5. Jones was recently named President-elect Barack Obamas national security
adviser-designate. He joined Chevrons board earlier this year and served on the Board Nominating
and Governance and Public Policy Committees.
Hernandez, 53, is currently president and chief executive officer of Inter-Con Security
Systems, Inc., a commercial, industrial and governmental security services company. Hernandez has
been Inter-Con Security Systems president and chief executive officer since 1986. Hernandez
joined Inter-Con Security Systems in 1984 as vice president and assistant general counsel and was
named executive vice president in 1985.
Before joining Inter-Con, Hernandez was a litigation attorney with Brobeck, Phleger &
Harrison. He is also a co-founder and principal partner of Interspan Communications, a television
broadcasting company serving Spanish language audiences.
Currently, Hernandez serves on the board of directors of McDonalds Corporation, Nordstrom,
Inc. and Wells Fargo & Company. He also serves as a trustee of the University of Notre Dame, a
member of the Harvard College Visiting Committee and the Harvard University Resources Committee. He
is also a member of the board of trustees of Childrens Hospital of Los Angeles.
In 1977, Hernandez earned a bachelors degree in government and economics from Harvard
College. He received a juris doctorate from Harvard Law School in 1980.
Chevron Corporation is one of the worlds leading integrated energy companies with
subsidiaries that conduct business across the globe. The companys success is driven by the
ingenuity and
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commitment of approximately 59,000 employees who operate across the energy spectrum.
Chevron explores for, produces and transports crude oil and natural gas; refines, markets and
distributes transportation fuels and other energy products and services; manufactures and sells
petrochemical products; generates power and produces geothermal energy; and develops and
commercializes the energy resources of the future, including biofuels and other renewables. Chevron
is based in San Ramon, Calif. More information about Chevron is available at www.chevron.com.
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Contact:
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Lloyd Avram
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+1 925-842-3422 |
exv99w2
Exhibit 99.2
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Policy, Government and Public Affairs
Chevron Corporation
P.O. Box 6078
San Ramon, CA 94583-0778
www.chevron.com |
News Release
FOR IMMEDIATE RELEASE
Patricia Yarrington Named Vice President and Chief Financial Officer
SAN RAMON, Calif., Dec. 10, 2008 Chevron Corporation (NYSE: CVX) today announced that
Patricia Yarrington has been appointed vice president and chief financial officer effective Jan. 1,
2009. Yarrington, currently vice president and treasurer, replaces Steve Crowe, who has elected to
retire after 36 years with the company.
As a senior officer of Chevron, Steve has made significant contributions to the company and
has been an outstanding CFO. He led the acquisition of Unocal in 2005 and has directed a financial
strategy that remains the foundation of our ongoing success, said Dave OReilly, chairman and
chief executive officer.
Crowe, 61, joined Chevron in 1972 after attending the University of California at Berkeley and
earning a bachelors degree in finance in 1969 and an MBA in 1970. He was elected a corporate
officer and became vice president and comptroller in June 1996. He assumed his current position in
2005.
Yarrington, 52, was elected vice president and treasurer in 2007.
Pat is uniquely qualified for this position, having already served in senior leadership roles
in finance, operations, strategic planning and public affairs. Her financial background and
strategic insights, along with her leadership and judgment, will be important contributors to the
companys future success, OReilly said.
Yarrington joined Chevron in 1980 after earning a bachelors degree in political science from
Pomona College and an MBA from Northwestern University. She has held a variety of finance and
managerial positions within the company, including manager of investor relations and comptroller of
Chevron Products Company. In 1998, Yarrington was named president of Chevron Canada Limited. She
became a vice president of Chevron Corporation in 2000, overseeing strategic planning and mergers
and acquisitions. In 2002, Yarrington was named vice president, Policy, Government and Public
Affairs.
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Yarrington is also a member of the board of directors for Chevron Phillips Chemical Company
LLC, a 50-50 joint venture with ConocoPhillips, and she serves on the Federal Reserve Bank of San
Franciscos Economic Advisory Council.
Pierre Breber, 44, will succeed Yarrington as vice president and treasurer, also effective
Jan. 1, 2009.
Breber joined Chevron in 1989. He holds bachelors and masters degrees in mechanical
engineering from the University of California at Berkeley and an MBA from Cornell University. He is
currently serving as vice president of finance for Chevrons Global Downstream, and he has
previously held positions as manager of investor relations, manager of finance for Chevrons Europe
upstream strategic business unit and comptroller for Chevron international upstream.
Chevron Corporation is one of the worlds leading integrated energy companies, with
subsidiaries that conduct business across the globe. The companys success is driven by the
ingenuity and commitment of approximately 59,000 employees who operate across the energy spectrum.
Chevron explores for, produces and transports crude oil and natural gas; refines, markets and
distributes transportation fuels and other energy products; manufactures and sells petrochemical
products; generates power and produces geothermal energy; provides energy efficiency solutions; and
develops energy resources of the future, including biofuels and other renewables. Chevron is based
in San Ramon, Calif. More information about Chevron is available at
www.chevron.com.
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Contact:
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Don Campbell
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+1 925-842-2589 |