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false0000093410 0000093410 2020-05-27 2020-05-27


 

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 27, 2020
 
 
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

 
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 2020 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday, May 27, 2020.
(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
1,205,507,746
96.4
%
44,911,198
3,747,968
297,727,606
John B. Frank
1,198,831,619
95.9
%
51,436,464
3,898,829
297,727,606
Alice P. Gast
1,240,992,455
99.3
%
9,396,405
3,778,052
297,727,606
Enrique Hernandez, Jr.
1,188,868,357
95.1
%
61,212,628
4,085,927
297,727,606
Charles W. Moorman IV
1,234,668,568
98.8
%
15,562,681
3,935,663
297,727,606
Dambisa F. Moyo
1,237,125,758
99.0
%
12,823,807
4,217,347
297,727,606
Debra Reed-Klages
1,232,699,039
98.6
%
17,619,133
3,848,740
297,727,606
Ronald D. Sugar
1,064,712,096
86.2
%
170,247,307
19,207,509
297,727,606
D. James Umpleby III
1,232,208,944
98.6
%
18,070,423
3,887,545
297,727,606
Michael K. Wirth
1,180,296,917
94.8
%
65,214,645
8,655,350
297,727,606

(2)
The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2020 was approved based upon the following votes:
Votes For
1,494,009,280
96.6
%
 
Votes Against
53,264,676
3.4
%
 
Abstentions
4,620,562
 
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
1,147,548,667
92.4
%
 
Votes Against
94,478,247
7.6
%
 
Abstentions
12,139,998
 
 
Broker Non-Votes
297,727,606
 
 

(4)
The stockholder proposal regarding a report on lobbying was not approved based upon the following votes:
Votes For
352,498,154
28.6
%
 
 
Votes Against
881,404,770
71.4
%
 
 
Abstentions
20,263,988
 
 
 
Broker Non-Votes
297,727,606
 
 
 




(5)
The stockholder proposal regarding creating a board committee on climate risk was not approved based upon the following votes:
Votes For
98,537,421
8.2
%
 
 
Votes Against
1,109,538,205
91.8
%
 
 
Abstentions
46,091,286
 
 
 
Broker Non-Votes
297,727,606
 
 
 

(6)
The stockholder proposal regarding a report on climate lobbying was approved based upon the following votes:
Votes For
618,290,044
53.5
%
 
 
Votes Against
538,342,691
46.5
%
 
 
Abstentions
97,534,177
 
 
 
Broker Non-Votes
297,727,606
 
 
 

(7)
The stockholder proposal regarding a report on petrochemical risk was not approved based upon the following votes:
Votes For
532,266,180
46.0
%
 
 
Votes Against
624,061,205
54.0
%
 
 
Abstentions
97,839,527
 
 
 
Broker Non-Votes
297,727,606
 
 
 

(8)
The stockholder proposal regarding a report on human rights practices was not approved based upon the following votes:
Votes For
204,224,182
16.7
%
 
 
Votes Against
1,020,939,132
83.3
%
 
 
Abstentions
29,003,598
 
 
 
Broker Non-Votes
297,727,606
 
 
 

(9)
The stockholder proposal regarding setting the special meeting threshold at ten percent was not approved based upon the following votes:
Votes For
425,457,601
34.3
%
 
 
Votes Against
813,537,591
65.7
%
 
 
Abstentions
15,171,720
 
 
 
Broker Non-Votes
297,727,606
 
 
 

(10)
The stockholder proposal regarding adopting a policy for an independent chairman was not approved based upon the following votes:
Votes For
332,529,800
26.9
%
 
 
Votes Against
905,469,938
73.1
%
 
 
Abstentions
16,167,174
 
 
 
Broker Non-Votes
297,727,606
 
 
 






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 29, 2020

 
CHEVRON CORPORATION

 
 
By:
/s/ Christine L. Cavallo
 
 
 
Christine L. Cavallo
 
 
 
Assistant Secretary