Chevron Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CVX
Integrated oil Companies
Energy
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 28, 2025
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
The 2025 Annual Meeting of Stockholders of Chevron Corporation (“Chevron” or the “Company”) was held on Wednesday, May 28, 2025 (“Annual Meeting”), at which the stockholders approved amendments to the Company’s Restated Certificate of Incorporation (“Charter”) to eliminate the monetary liability of certain officers in circumstances similar to, but more limited than, the protections that the Charter already affords to our Directors (“Proposed Amendments”).
A detailed description of the Proposed Amendments is set forth in “Item 4: Board Proposal to Amend the Company’s Restated Certificate of Incorporation to Provide for Officer Exculpation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2025 (“2025 Proxy Statement”), which description is qualified in its entirety by reference to the full text of the Charter as amended by the Proposed Amendments (the “Restated Certificate of Incorporation”) filed as Exhibit 3.1 to this Report and incorporated herein by reference. The Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2025.
Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
(b) At the Annual Meeting, 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 as a Director. Approval of the amendment to Chevron’s Restated Certificate of Incorporation to provide for officer exculpation required the affirmative vote of a majority of the outstanding shares of the Company. 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 | 1,196,462,237 | 98.0% | 23,876,507 | 4,802,735 | 261,641,015 | |||||||||||||||
| John B. Frank | 1,191,704,410 | 97.7% | 28,503,884 | 4,933,185 | 261,641,015 | |||||||||||||||
| Alice P. Gast | 1,190,851,057 | 97.6% | 29,547,837 | 4,742,585 | 261,641,015 | |||||||||||||||
| Enrique Hernandez, Jr. | 1,158,584,489 | 95.0% | 61,065,031 | 5,491,959 | 261,641,015 | |||||||||||||||
| Marillyn A. Hewson | 1,202,605,046 | 98.6% | 17,747,813 | 4,788,620 | 261,641,015 | |||||||||||||||
| Jon M. Huntsman Jr. | 1,128,008,849 | 92.4% | 92,277,674 | 4,854,956 | 261,641,015 | |||||||||||||||
| Charles W. Moorman | 1,175,862,077 | 96.4% | 44,308,083 | 4,971,319 | 261,641,015 | |||||||||||||||
| Dambisa F. Moyo | 1,201,096,530 | 98.5% | 18,958,592 | 5,086,357 | 261,641,015 | |||||||||||||||
| Debra Reed-Klages | 1,187,607,291 | 97.4% | 32,229,378 | 5,304,810 | 261,641,015 | |||||||||||||||
| D. James Umpleby III | 1,205,336,219 | 98.8% | 14,315,249 | 5,490,011 | 261,641,015 | |||||||||||||||
| Cynthia J. Warner | 1,197,595,849 | 98.1% | 22,730,866 | 4,814,764 | 261,641,015 | |||||||||||||||
| Michael K. Wirth | 1,172,237,543 | 96.1% | 47,951,647 | 4,952,289 | 261,641,015 | |||||||||||||||
| (2) | The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2025 was approved based upon the following votes: | ||||||||||||||||
Votes For | 1,428,369,837 | 96.3% | |||||||||||||||
Votes Against | 55,418,926 | 3.7% | |||||||||||||||
Abstentions | 2,993,731 | ||||||||||||||||
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 | 1,145,531,376 | 94.0% | |||||||||||||||
Votes Against | 72,861,120 | 6.0% | |||||||||||||||
Abstentions | 6,748,983 | ||||||||||||||||
Broker Non-Votes | 261,641,015 | ||||||||||||||||
| (4) | The Board’s proposal to amend the Company’s Charter to provide for officer exculpation was approved based upon the following votes: | ||||||||||||||||
Votes For | 1,091,796,601 | 62.51%* | |||||||||||||||
Votes Against | 127,303,537 | 7.3%* | |||||||||||||||
Abstentions | 6,041,341 | ||||||||||||||||
Broker Non-Votes | 261,641,015 | ||||||||||||||||
| * | As a percentage of outstanding shares. | ||||||||||||||||
| (5) | The stockholder proposal to commission a third-party report on human rights practices was not approved based upon the following votes: | ||||||||||||||||
Votes For | 126,949,782 | 10.5% | |||||||||||||||
Votes Against | 1,084,087,293 | 89.5% | |||||||||||||||
Abstentions | 14,104,404 | ||||||||||||||||
Broker Non-Votes | 261,641,015 | ||||||||||||||||
| (6) | The stockholder proposal to report on renewable energy stranded asset risks was not approved based upon the following votes: | ||||||||||||||||
Votes For | 17,782,256 | 1.5% | |||||||||||||||
Votes Against | 1,193,014,263 | 98.5% | |||||||||||||||
Abstentions | 14,344,960 | ||||||||||||||||
Broker Non-Votes | 261,641,015 | ||||||||||||||||
| (7) | The stockholder proposal to allow holders of 10 percent of our common stock to call special meetings was not approved based upon the following votes: | ||||||||||||||||
Votes For | 301,141,788 | 24.7% | |||||||||||||||
Votes Against | 918,383,535 | 75.3% | |||||||||||||||
Abstentions | 5,616,156 | ||||||||||||||||
Broker Non-Votes | 261,641,015 | ||||||||||||||||
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |||||||
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 30, 2025
CHEVRON CORPORATION | |||||||||||
By: | /s/ Christopher A. Butner | ||||||||||
Christopher A. Butner | |||||||||||
Assistant Secretary and Senior Counsel | |||||||||||