Chevron : Report of unscheduled material events or corporate event

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): September 25, 2019

Chevron Corporation

(Exact name of registrant as specified in its charter)

Delaware			001-00368			94-0890210
(State or other jurisdiction	(Commission File Number)		(I.R.S. Employer
of incorporation )					Identification No.)
6001 Bollinger Canyon Road, San Ramon,	CA	94583
(Address of Principal Executive Offices)					(Zip Code)

Registrant's telephone number, including area code: [phone]

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-2of the Securities Exchange Act of 1934 (§240.12b-2of 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors (the "Board") of Chevron Corporation (the "Corporation") amended and restated the Corporation's By-Laws("By-Laws"), effective September 25, 2019. Following is a summary of the substantive changes:

• Revised Article I, Section 3. Chairman of the Board and Article I, Section 5. Authorized Meetings of the Board to provide flexibility on the timing of the annual meeting of the Board;
• Revised Article I, Section 5. Authorized Meetings of the Board to provide that the Lead Director (if any) may call a special meeting of the Board;
• Revised Article IV, Section 2. Conduct of Meetings to clarify that the Chairman, or such other person presiding at a meeting, may adjourn or recess meetings of stockholders;
• Added to Article IV, Section 6. Notice of Stockholder Business and Nominations a requirement that director nominees under that section provide the same written representations and (if requested by the Corporation) written questionnaires required for proxy access nominees, and a requirement that stockholders submitting nominees under the advance notice and proxy access bylaws disclose information about their ownership of the Corporation's debt securities; and
• Revised Article VIII Indemnification to exclude agents from the category of persons for which advancement of expenses is required.

The amendments also include minor additional clarifications and updates that are immaterial. This description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the By-Laws filed as Exhibit 3.2 to this Report.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
3.2	By-Lawsof Chevron Corporation, as amended and restated on September 25, 2019.
104	The cover page from Chevron Corporation's Current Report on Form 8-K, formatted in Inline XBRL
	(included as Exhibit 101).

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: September 27, 2019

CHEVRON CORPORATION

By: /s/ Christopher A. Butner

Christopher A. Butner

Assistant Secretary

Exhibit 3.2

BY-LAWS

of

CHEVRON CORPORATION

As Amended September 25, 2019

ARTICLE I

The Board of Directors

SECTION 1. Authority of Board. The business and affairs of Chevron Corporation (herein called the "Corporation") shall be managed by or under the direction of the Board of Directors (the "Board") or, if authorized by the Board, by or under the direction of one or more committees thereof, to the extent permitted by law and by the Board. Except as may be otherwise provided by law or these By-Laws or, in the case of a committee of the Board, by applicable resolution of the Board or such committee, the Board or any committee thereof may act by unanimous written consent or, at an authorized meeting at which a quorum is present, by the vote of the majority of the Directors present at the meeting.

SECTION 2. Number of Directors; Vacancies. The authorized number of Directors who shall constitute the Board shall be fixed from time to time by resolution of the Board approved by at least a majority of the Directors then in office, provided that no such resolution other than a resolution to take effect as of the next election of Directors by the stockholders shall have the effect of reducing the authorized number of Directors to less than the number of Directors in office as of the effective time of the resolution.

Whenever there shall be fewer Directors in office than the authorized number of Directors, the Board may, by resolution approved by a majority of the Directors then in office, choose one or more additional Directors, each of whom shall hold office until the next annual meeting of stockholders and until his or her successor is duly elected.

SECTION 3. Chairman of the Board. The Chairman of the Board shall be elected each year by the independent members of the Board at the annual meeting of the Board. The Chairman shall preside at meetings of the stockholders and the Board, and shall have such other powers and perform such other duties as may from time to time be granted or assigned by the Board. In the event the independent members of the Board elect the Corporation's Chief Executive Officer as the Chairman, the independent members of the Board shall appoint an independent Lead Director. The Lead Director shall preside at meetings of the stockholders and the Board in the Chairman's absence.

SECTION 4. Vice Chairman of the Board. A Vice Chairman of the Board may be elected by the independent members of the Board. The Vice Chairman, if an officer of the Corporation, shall be Vice Chairman of the Executive Committee established pursuant to Article II, Section 1 of these By-Laws (the "Executive Committee") and shall have such other powers and perform such other duties as may from time to time be granted or assigned by the Board or, subject to the control of the Board, by a committee thereof or, subject to the control of the Board, by the Executive Committee, or as may otherwise be in accordance with the direction of the Board.

SECTION 5. Authorized Meetings of the Board. The Board shall have authority to hold annual, regular and special meetings. An annual meeting of the Board may be held immediately after the conclusion of the annual meeting of stockholders or at such other time as the Board may determine. Regular meetings of the Board may be held at such times as the Board may determine. Special meetings may be held if called by the Chairman of the Board, a Vice Chairman of the Board, the Lead Director (if any), or by at least one third of the Directors then in office.

Notice of the time or place of a meeting may be given in person or by telephone by any officer of the Corporation, or transmitted electronically to the Director's home or office, or entrusted to a third party company or governmental entity for delivery to the Director's business address. Notice of annual or regular meetings is required only if the time for the meeting is changed or the meeting is not to be held at the principal executive offices of the Corporation. When notice is required, it shall be given not less than four hours prior to the time fixed for the meeting; provided, however, that if notice is transmitted electronically or entrusted to a third party for delivery, the electronic transmission shall be effected or the third party shall promise delivery by not later than the end of the day prior to the day fixed for the meeting. The Board may act at meetings held without required notice if all Directors consent to the holding of the meeting before, during or after the meeting.

At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum for all purposes, provided that in no event shall a quorum be less than one-third of the total number of directors. If any meeting of the Board shall lack a quorum, a majority of the Directors present may adjourn the meeting from time to time, without notice, until a quorum is obtained.

SECTION 6. Committees. The Board may, by resolution approved by at least a majority of the authorized number of Directors, establish committees of the Board with such powers, duties and rules of procedure as may be provided by resolutions of the Board. Any such committee shall have a secretary and report its actions to the Board.

At all meetings of each committee, a majority of the members of such committee then in office shall constitute a quorum for all purposes, provided that in no event shall a quorum be less than one-third of the total number of members of such committee. If any meeting of a committee shall lack a quorum, a majority of the members of such committee present may adjourn the meeting from time to time, without notice, until a quorum is obtained.

SECTION 7. Compensation. Directors who are not also employees of the Corporation shall be entitled to such compensation for their service on the Board or any committee thereof as the Board may from time to time determine.

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