cvx-20220525

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 25, 2022

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,

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

(b) On May 26, 2022, Chevron Corporation (the “Company”) announced that, in connection with evolving the Company’s leadership structure, James W. Johnson’s position as Executive Vice President, Upstream will be eliminated effective October 1, 2022. In order to support a smooth transition of his responsibilities, on October 1, 2022, Mr. Johnson will assume the role of Executive Vice President, Senior Advisor, a position that he will hold until his separation from the Company on or about January 31, 2023. The Company further announced that Mark A. Nelson, currently Executive Vice President, Downstream & Chemicals (a position that is also being eliminated), will assume the role of Executive Vice President, Strategy, Policy and Development, effective October 1, 2022.

(e) In connection with the elimination of his position and involuntary separation from the Company, Mr. Johnson will be entitled to receive a separation payment in an amount equal to one year’s base salary plus $13,000 in lieu of six months’ COBRA coverage, estimated to be approximately $1,263,000 in total amount, subject to his execution of a release of claims.

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 31, 2022


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