CHEVRON CORPORATION

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Delayed Nyse  -  04:03 2022-06-24 pm EDT
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CHEVRON CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/27/2022 | 04:34pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

(e) On May 25, 2022, the stockholders of Chevron Corporation ("Chevron") approved the 2022

Long-Term Incentive Plan of Chevron Corporation ("2022 LTIP"). The 2022 LTIP provides

for the issuance of up to 104 million shares, plus any shares subject to outstanding

awards under the prior Long-Term Incentive Pan that, on or after May 25, 2022, cease

for any reason to be subject to such awards (other than by reason of exercise or

settlement of the awards to the extent they are exercised for or settled in vested and

nonforfeitable shares), reduced by the number of shares subject to awards granted

under the prior plan after February 28, 2022. The maximum number of shares that may be

issued subject to full-value awards under the 2022 LTIP is 48 million.

The description of the 2022 LTIP contained under the caption "Board proposal to

approve 2022 Long-Term Incentive Plan of Chevron Corporation" in Chevron's definitive

proxy statement for the 2022 Annual Meeting of Stockholders filed with the Securities

and Exchange Commission on April 7, 2022, is incorporated herein by reference. Such

description is qualified in its entirety by reference to the 2022 LTIP, a copy of

       which is incorporated by reference as Exhibit 10.1 to this report.


        Item 5.07   Submission of Matters to a Vote of Security Holders.

(a) The 2022 Annual Meeting of Stockholders of Chevron was held on Wednesday, May 25,

2022.

(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.

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                         1,356,614,514       97.9  %              28,555,703            19,451,739                   255,146,992
John B. Frank                           1,327,458,248       94.8  %              72,739,019             4,424,689                   255,146,992
Alice P. Gast                           1,369,407,527       97.8  %              31,191,074             4,023,355                   255,146,992
Enrique Hernandez, Jr.                  1,295,111,423       92.5  %             104,924,484             4,586,049                   255,146,992
Marillyn A. Hewson                      1,372,362,179       98.1  %              26,601,433             5,658,344                   255,146,992
Jon M. Huntsman Jr.                     1,362,022,829       97.3  %              38,222,721             4,376,406                   255,146,992
Charles W. Moorman                      1,358,060,626       97.0  %              41,875,215             4,686,115                   255,146,992
Dambisa F. Moyo                         1,370,473,684       98.0  %              28,094,260             6,054,012                   255,146,992
Debra Reed-Klages                       1,364,708,945       97.6  %              34,163,577             5,749,434                   255,146,992
Ronald D. Sugar                         1,221,394,633       87.2  %             178,541,678             4,685,645                   255,146,992
D. James Umpleby III                    1,367,623,361       97.7  %              32,518,322             4,480,273                   255,146,992
Michael K. Wirth                        1,293,511,135       92.4  %             106,951,081             4,159,740                   255,146,992

(2) The Board's proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron's independent

        registered public accounting firm for 2022 was approved based upon the following votes:
Votes For                                 1,607,568,967                      97.1%
Votes Against                                47,780,720                      2.9%
Abstentions                                   4,419,261
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                                1,017,189,095                   73.0%
Votes Against                              376,729,287                   27.0%
Abstentions                                 10,703,574
Broker Non-Votes                           255,146,992


(4)        2022 Long-Term Incentive Plan of Chevron Corporation was approved based upon the following votes:
Votes For                                    1,335,028,118                   95.6%
Votes Against                                   61,543,677                   4.4%
Abstentions                                      8,050,161
Broker Non-Votes                               255,146,992

(5) The stockholder proposal regarding adoption of medium- and long-term GHG reduction targets was

           not approved based upon the following votes:
Votes For                                452,496,908                   32.6%
Votes Against                            934,555,508                   67.4%
Abstentions                               17,569,540
Broker Non-Votes                         255,146,992

(6) The stockholder proposal regarding a report on impacts of Net Zero 2050 scenario was not approved based

           upon the following votes:
Votes For                                          536,473,054                   38.7%
Votes Against                                      851,102,680                   61.3%
Abstentions                                         17,046,222
Broker Non-Votes                                   255,146,992

(7) The stockholder proposal regarding a report on reliability of methane emission disclosures was approved based

           upon the following votes:
Votes For                                        1,361,323,529                   98.0%
Votes Against                                       28,220,990                   2.0%
Abstentions                                         15,077,437
Broker Non-Votes                                   255,146,992

(8) The stockholder proposal regarding a report on business with conflict-complicit governments was not

        approved based upon the following votes:
Votes For                                     170,761,944                     12.4%
Votes Against                               1,207,861,727                     87.6%
Abstentions                                    25,998,285
Broker Non-Votes                              255,146,992

(9) The stockholder proposal regarding a report on racial equity audit was not approved based upon the following

           votes:
Votes For                                        657,196,358                   47.5%
Votes Against                                    727,194,005                   52.5%
Abstentions                                       20,231,593
Broker Non-Votes                                 255,146,992


--------------------------------------------------------------------------------

(10) The stockholder proposal regarding setting the special meeting threshold at ten percent was not approved

            based upon the following votes:
Votes For                                        381,866,638                   27.4%
Votes Against                                  1,011,783,818                   72.6%
Abstentions                                       10,971,500
Broker Non-Votes                                 255,146,992




--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.


Exhibit Number                     Description
                                     2022 Long-Term Incentive Plan of Chevron
10.1                               Corporation  .
104                                Cover Page Interactive Data File (embedded within
                                   the Inline XBRL document).


--------------------------------------------------------------------------------

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