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): October 3, 2012
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
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:
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2012, Chevron Corporation issued a press release announcing that on October 3, 2012, to be effective on December 1, 2012, the Board of Directors elected Dr. Alice P. Gast to the Board and named Dr. Gast to the Audit Committee. Also on that date, the Board approved a grant to Dr. Gast of restricted stock units, which is a prorated grant of the annual restricted stock unit award granted to directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan. The number of stock units will be determined by multiplying the current equity retainer value ($184,000) by a fraction, the numerator of which is the number of days from the effective date of Dr. Gast’s election to the day immediately preceding the 2013 annual meeting of stockholders and the denominator of which is the number of days from the 2012 annual meeting of stockholders to the day immediately preceding the 2013 annual meeting of stockholders, and dividing that product by the closing Chevron Common Stock price on the effective date of Dr. Gast’s election. The stock units vest on the day immediately preceding the 2013 annual meeting of stockholders. Dr. Gast 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.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibit |
| 99.1 | Press release issued October 3, 2012. |
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: October 3, 2012
| CHEVRON CORPORATION | ||
| By | /s/ Christopher A. Butner | |
| Christopher A. Butner | ||
| Assistant Secretary and Managing Counsel, Securities/Corporate Governance | ||
EXHIBIT INDEX
| 99.1 | Press release issued October 3, 2012. |
Exhibit 99.1
|
News Release |
Policy, Government and Public Affairs Chevron Corporation P.O. Box 6078 San Ramon, CA 94583-0778 www.chevron.com |
FOR IMMEDIATE RELEASE
Dr. Alice P. Gast Elected to Chevron Board of Directors
SAN RAMON, Calif., October 3, 2012 – Chevron Corporation (NYSE: CVX) announced that Dr. Alice P. Gast has been elected to Chevron’s board of directors and will serve on the company’s Audit Committee.
John Watson, chairman, Chevron Corporation said, “Dr. Gast has tremendous technical and industry expertise that will be a valuable addition to our board discussions. We look forward to welcoming her to the board.”
Gast, 54, is currently president of Lehigh University, a position she has held since 2006. Before joining Lehigh, Gast was vice president for research, associate provost and Robert T. Haslam chair in chemical engineering at Massachusetts Institute of Technology from 2001 to 2006, and prior to that, was professor of chemical engineering at Stanford University and the Stanford Synchrotron Radiation Laboratory from 1985 to 2001.
Gast is one of three 2010 science envoys appointed by U.S. Secretary of State Hillary Rodham Clinton and the U.S. Department of State. Her post includes Azerbaijan, Kazakhstan and Uzbekistan. Gast serves on the board of trustees of King Abdullah University of Science and Technology, the board of governors of The New York Academy of Sciences, the board of directors of Lehigh Valley Association of Independent Colleges, and the Patriot League council of presidents.
Gast holds a bachelor’s degree in chemical engineering from the University of Southern California and a master’s degree and doctorate in chemical engineering from Princeton University.
Chevron is one of the world’s leading integrated energy companies, with subsidiaries that conduct business worldwide. The company is involved in virtually every facet of the energy industry. Chevron explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemical products; generates power and produces geothermal energy; provides energy efficiency solutions; and develops the energy resources of the future, including biofuels. Chevron is based in San Ramon, Calif. More information about Chevron is available at www.chevron.com.
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Contact: Lloyd Avram — +1 925-790-6930