CHEVRON CORPORATION Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2023 Annual Meeting of Stockholders of
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. Except
for Item 4 (advisory vote on the frequency of future advisory votes on named
executive officer compensation), 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 1,284,432,877 94.9% 68,474,319 4,904,857 254,752,768
John B. Frank 1,274,300,996 94.2% 78,361,963 5,149,094 254,752,768
Alice P. Gast 1,289,348,132 95.3% 63,577,504 4,886,417 254,752,768
Enrique Hernandez, Jr. 1,250,530,408 92.4% 102,161,687 5,119,958 254,752,768
Marillyn A. Hewson 1,294,280,617 95.7% 58,245,366 5,286,070 254,752,768
Jon M. Huntsman Jr. 1,288,115,220 95.2% 64,769,032 4,927,801 254,752,768
Charles W. Moorman 1,276,130,158 94.3% 76,550,046 5,131,849 254,752,768
Dambisa F. Moyo 1,291,773,507 95.5% 60,788,112 5,250,434 254,752,768
Debra Reed-Klages 1,289,207,054 95.3% 63,622,177 4,982,822 254,752,768
D. James Umpleby III 1,290,170,390 95.4% 62,422,258 5,219,405 254,752,768
Cynthia J. Warner 1,292,688,683 95.6% 60,185,885 4,937,485 254,752,768
Michael K. Wirth 1,259,781,656 93.2% 91,487,390 6,543,007 254,752,768
(2) The Board's proposal to ratify the appointment of
accounting firm for 2023 was approved based upon the following votes:
Votes For 1,567,505,339 97.4 %
Votes Against 41,288,506 2.6 %
Abstentions 3,770,976
Broker Non-Votes Brokers were permitted to caststockholder 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
executive officers was approved based upon the following votes:
Votes For 1,278,875,726 94.8 %
Votes Against 70,734,093 5.2 %
Abstentions 8,202,234
Broker Non-Votes 254,752,768
(4) The Board's proposal for stockholders to vote, on an advisory basis, as to the frequency of future advisory
votes on Chevron's named executive officer compensation received the following votes:
Votes For 1 Year 1,317,640,293 97.4 %
Votes For 2 Years 4,673,790 0.4 %
Votes For 3 Years 30,132,360 2.2 %
Abstentions 5,365,610
Broker Non-Votes 254,752,768
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(5) The stockholder proposal to rescind the 2021 "reduce scope 3 emissions" stockholder proposal was not
approved based upon the following votes:
Votes For 16,994,506 1.3 %
Votes Against 1,329,380,598 98.7 %
Abstentions 11,436,949
Broker Non-Votes 254,752,768
(6) The stockholder proposal to set a medium-term Scope 3 GHG emissions reduction target was not approved based
upon the following votes:
Votes For 126,481,041 9.6 %
Votes Against 1,197,276,946 90.4 %
Abstentions 34,054,066
Broker Non-Votes 254,752,768
(7) The stockholder proposal to recalculate emissions baseline to exclude emissions from material divestitures
was not approved based upon the following votes:
Votes For 244,643,534 18.3 %
Votes Against 1,091,422,043 81.7 %
Abstentions 21,746,476
Broker Non-Votes 254,752,768
(8) The stockholder proposal to establish a board committee on decarbonization risk was not approved based upon the
following votes:
Votes For 20,805,755 1.6 %
Votes Against 1,317,400,540 98.4 %
Abstentions 19,605,758
Broker Non-Votes 254,752,768
(9) The stockholder proposal regarding a report on worker and community impact from facility closures and
energy transitions was not approved based upon the following votes:
Votes For 233,776,859 18.6 %
Votes Against 1,021,863,493 81.4 %
Abstentions 102,171,701
Broker Non-Votes 254,752,768
(10) The stockholder proposal regarding a report on racial equity audit was not approved based upon the
following votes:
Votes For 130,474,785 9.8 %
Votes Against 1,204,369,693 90.2 %
Abstentions 22,967,575
Broker Non-Votes 254,752,768
(11) The stockholder proposal regarding a report on tax practices was not approved based upon the following
votes:
Votes For 196,909,938 14.6 %
Votes Against 1,148,005,158 85.4 %
Abstentions 12,896,957
Broker Non-Votes 254,752,768
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(12) The stockholder proposal regarding adopting a policy for an independent chair was not approved based upon
the following votes:
Votes For 268,558,758 19.9 %
Votes Against 1,081,226,261 80.1 %
Abstentions 8,027,034
Broker Non-Votes 254,752,768
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