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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2016
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 obligation 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)) | |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On August 9, 2016, Chevron Corporation (“Chevron”) issued a press release announcing that, on August 8, 2016, the Board of Directors (the “Board”) elected Dambisa Moyo to the Board, effective October 11, 2016, and Wanda M. Austin to the Board, effective December 1, 2016. Dr. Moyo will serve on the Audit Committee of the Board, and Dr. Austin will serve on the Board Nominating and Governance Committee and the Public Policy Committee of the Board.
On August 8, 2016, the Board also approved, to be granted on the respective effective dates of Dr. Moyo’s and Dr. Austin’s election to the Board, a prorated grant to each of Dr. Moyo and Dr. Austin of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by each of Dr. Moyo and Dr. Austin shall be determined by multiplying $225,000 by a fraction, the numerator of which is the number of days remaining in the Annual Compensation Cycle (as defined in the NED Plan) beginning on the respective effective date of Dr. Moyo’s and Dr. Austin’s election to the Board and the denominator of which is the number of days in the Annual Compensation Cycle, and dividing that product by the closing Chevron common stock price on the effective date of the grant. Each of Dr. Moyo and Dr. Austin will also be entitled to receive the annual cash retainer for non-employee Directors, which will be prorated and paid in monthly installments of $12,500.
The press release announcing Dr. Moyo’s and Dr. Austin’s election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) 99.1 Press Release issued August 9, 2016
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.
CHEVRON CORPORATION | ||
Dated: August 9, 2016 | By | /s/ Christine L. Cavallo |
Christine L. Cavallo, | ||
Assistant Secretary and Managing Counsel | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Dr. Dambisa Moyo and Dr. Wanda M. Austin Elected to Chevron’s
Board of Directors
SAN RAMON, Calif., August 9, 2016 – Chevron Corporation (NYSE: CVX) announced that Dr. Dambisa Moyo and Dr. Wanda Austin have been elected to Chevron's board of directors. Dr. Moyo’s appointment is effective October 11, 2016; she will serve on the company's Audit Committee. Dr. Austin’s appointment is effective December 1, 2016; she will serve on the company's Board Nominating and Governance Committee and Public Policy Committee.
“Dr. Moyo and Dr. Austin bring unique insights that will be valuable to the board,” said John Watson, Chevron’s chairman of the board and chief executive officer. “Dr. Moyo has significant knowledge of macroeconomics, geopolitics and global markets. Dr. Austin has demonstrated leadership and has a strong background in science and technology.”
Moyo, 47, is an economist and is the founder and chief executive officer of Mildstorm LLC since 2015. From 2001-2008, she worked at Goldman Sachs in various roles, including as an economist. Prior to that she worked at the World Bank in Washington, D.C. from 1993 until 1995. She currently serves on the boards of Barclays plc; Barrick Gold Corporation; SABMiller plc; and Seagate Technology plc. and previously served as a director of Lundin Petroleum AB from 2009 to 2012.
Moyo’s work examines the interplay of international business and the global economy, while highlighting the key opportunities for investment.
Moyo earned a bachelor’s degree in chemistry from The American University, a master’s degree in finance from The American University, a master’s degree in public administration from Harvard University’s John F. Kennedy School of Government and a doctorate in economics from the University of Oxford.
Austin, 61, has served as president and chief executive officer of The Aerospace Corporation since 2008 and holds an adjunct research professor appointment in the University of Southern California’s Viterbi School of Engineering. Austin joined The Aerospace Corporation in 1979 and served in various positions, including General Manager of the Military Satellite Communications Division. From 2001 to 2003, she was Senior Vice President, Engineering and Technology Group, directing a staff of 1,000 engineers and scientists. In 2004 she served as Senior Vice President, National Systems Group and as Senior Vice President, Special Studies. Before working at The Aerospace Corporation, Austin worked at Rockwell International on the technical staff.
She currently serves on the board of The Aerospace Corporation; the Horatio Alger Association; the National Geographic Society; and the University of Southern California.
Austin earned a bachelor’s degree in mathematics from Franklin & Marshall College, master’s degrees in systems engineering and mathematics from the University of Pittsburgh and a doctorate in systems engineering from the University of Southern California.
Chevron is one of the world's leading integrated energy companies. Through its 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 petrochemicals and additives; generates power and produces geothermal energy; and develops and deploys technologies that enhance business value in every aspect of the company's operations. Chevron is based in San Ramon, California. More information about Chevron is available at www.chevron.com.
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Contact: Melissa Ritchie, +1 925-842-0455