CHEVRON CORPORATION Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
•Amended Article IV, Section 5 to reflect the latest amendments to the Delaware General Corporation Law by clarifying the adjournment procedures for virtual meetings of stockholders;
•Amended Article IV, Section 6 to update certain procedural mechanics in connection with any notice delivered by a stockholder of a nomination or the proposal of business other than nominations, including by requiring the nominee, nominating stockholder, beneficial owner, if any, and certain control persons to provide to the Corporation certain information in questionnaires and other information as the Corporation may reasonably request;
•Amended Article IV, Section 6 to clarify that a failure to comply with applicable law with respect to the matters set forth in Article IV, Section 6 shall be deemed a failure to comply with such provision, and the chairman of the meeting shall have the power to disregard a stockholder's nomination or proposal of other business as a result of such failure; and
•Amended Article IV, Section 6 to require a stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white.
In addition, the By-Laws also incorporate certain other non-substantive and clarifying changes.
The foregoing summary is qualified in its entirety by reference to the By-Laws filed as Exhibit 3.1 to this Report, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
By-Laws of Chevron Corporation , as amended and restated
3.2 December 7, 2022 .
104 Cover Page Interactive Data File, formatted in Inline XBRL
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