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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)
         
Delaware   1-368-2   94-0890210
         
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer No.)
of incorporation)        
     
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
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1
EX-99.2


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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.
  (d)   Exhibits
  99.1   Press Release dated December 10, 2008.
 
  99.2   Press Release dated December 10, 2008.

 


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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
         
  CHEVRON CORPORATION
 
 
  By   /S/ CHRISTOPHER A. BUTNER    
          Christopher A. Butner   
          Assistant Secretary   
 

 


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EXHIBIT INDEX
     
99.1
  Press release issued December 10, 2008.
 
99.2
  Press release issued December 10, 2008.

 

exv99w1
Exhibit 99.1
     
(CHEVRON LOGO)
  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 Chevron’s board of directors and will serve on the company’s 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 Obama’s national security adviser-designate. He joined Chevron’s 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 McDonald’s 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 Children’s Hospital of Los Angeles.
     In 1977, Hernandez earned a bachelor’s 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 world’s leading integrated energy companies with subsidiaries that conduct business across the globe. The company’s 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:
  Lloyd Avram  —   +1 925-842-3422

 

exv99w2
Exhibit 99.2
     
(CHEVRON LOGO)
  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 O’Reilly, chairman and chief executive officer.
     Crowe, 61, joined Chevron in 1972 after attending the University of California at Berkeley and earning a bachelor’s 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 company’s future success,” O’Reilly said.
     Yarrington joined Chevron in 1980 after earning a bachelor’s 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 Francisco’s 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 bachelor’s and master’s 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 Chevron’s Global Downstream, and he has previously held positions as manager of investor relations, manager of finance for Chevron’s Europe upstream strategic business unit and comptroller for Chevron international upstream.
     Chevron Corporation is one of the world’s leading integrated energy companies, with subsidiaries that conduct business across the globe. The company’s 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:
   Don Campbell —   +1 925-842-2589