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cvx-20230531
0000093410false00000934102023-05-312023-05-31


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 31, 2023
Chevron Corporation
(Exact name of registrant as specified in its charter)
Delaware001-0036894-0890210
(State or other jurisdiction
of incorporation )		(Commission File Number)(I.R.S. Employer
Identification No.)
6001 Bollinger Canyon Road,San Ramon,CA94583
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $.75 per shareCVXNew 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 2023 Annual Meeting of Stockholders of Chevron ("Chevron") was held on Wednesday, May 31, 2023.
(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. Except for Item 4 (advisory vote on the frequency of future advisory votes on named executive officer compensation), 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:
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Wanda M. Austin1,284,432,87794.9%68,474,3194,904,857254,752,768
John B. Frank1,274,300,99694.2%78,361,9635,149,094254,752,768
Alice P. Gast1,289,348,13295.3%63,577,5044,886,417254,752,768
Enrique Hernandez, Jr.1,250,530,40892.4%102,161,6875,119,958254,752,768
Marillyn A. Hewson1,294,280,61795.7%58,245,3665,286,070254,752,768
Jon M. Huntsman Jr.1,288,115,22095.2%64,769,0324,927,801254,752,768
Charles W. Moorman1,276,130,15894.3%76,550,0465,131,849254,752,768
Dambisa F. Moyo1,291,773,50795.5%60,788,1125,250,434254,752,768
Debra Reed-Klages1,289,207,05495.3%63,622,1774,982,822254,752,768
D. James Umpleby III1,290,170,39095.4%62,422,2585,219,405254,752,768
Cynthia J. Warner1,292,688,68395.6%60,185,8854,937,485254,752,768
Michael K. Wirth1,259,781,65693.2%91,487,3906,543,007254,752,768
(2)
The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2023 was approved based upon the following votes:
Votes For
1,567,505,33997.4 %
Votes Against
41,288,5062.6 %
Abstentions
3,770,976
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
1,278,875,726 94.8 %
Votes Against
70,734,093 5.2 %
Abstentions
8,202,234 
Broker Non-Votes
254,752,768
(4)
The Board’s proposal for stockholders to vote, on an advisory basis, as to the frequency of future advisory votes on Chevron’s named executive officer compensation received the following votes:
Votes For 1 Year
1,317,640,29397.4 %
Votes For 2 Years
4,673,7900.4 %
Votes For 3 Years
30,132,3602.2 %
Abstentions
5,365,610
Broker Non-Votes
254,752,768


(5)
The stockholder proposal to rescind the 2021 "reduce scope 3 emissions" stockholder proposal was not approved based upon the following votes:
Votes For
16,994,5061.3 %
Votes Against
1,329,380,59898.7 %
Abstentions
11,436,949
Broker Non-Votes
254,752,768
(6)
The stockholder proposal to set a medium-term Scope 3 GHG emissions reduction target was not approved based upon the following votes:
Votes For
126,481,0419.6 %
Votes Against
1,197,276,94690.4 %
Abstentions
34,054,066
Broker Non-Votes
254,752,768
(7)
The stockholder proposal to recalculate emissions baseline to exclude emissions from material divestitures was not approved based upon the following votes:
Votes For
244,643,53418.3 %
Votes Against
1,091,422,04381.7 %
Abstentions
21,746,476
Broker Non-Votes
254,752,768
(8)
The stockholder proposal to establish a board committee on decarbonization risk was not approved based upon the following votes:
Votes For
20,805,7551.6 %
Votes Against
1,317,400,54098.4 %
Abstentions
19,605,758
Broker Non-Votes
254,752,768
(9)
The stockholder proposal regarding a report on worker and community impact from facility closures and energy transitions was not approved based upon the following votes:
Votes For
233,776,85918.6 %
Votes Against
1,021,863,49381.4 %
Abstentions
102,171,701
Broker Non-Votes
254,752,768
(10)
The stockholder proposal regarding a report on racial equity audit was not approved based upon the following votes:
Votes For
130,474,7859.8 %
Votes Against
1,204,369,69390.2 %
Abstentions
22,967,575
Broker Non-Votes
254,752,768
(11)The stockholder proposal regarding a report on tax practices was not approved based upon the following votes:
Votes For
196,909,93814.6 %
Votes Against
1,148,005,15885.4 %
Abstentions
12,896,957
Broker Non-Votes
254,752,768


(12)The stockholder proposal regarding adopting a policy for an independent chair was not approved based upon the following votes:
Votes For
268,558,75819.9 %
Votes Against
1,081,226,26180.1 %
Abstentions
8,027,034
Broker Non-Votes
254,752,768



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: June 2, 2023

CHEVRON CORPORATION

By:
/s/ Rose Z. Pierson
Rose Z. Pierson
Assistant Secretary