Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth under Item 5.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

Departure of Directors

On October 5, 2020, in connection with the consummation of the Merger, the directors of the General Partner listed below resigned from their position(s) set forth opposite their respective names, effective as of October 5, 2020.

Name                 Position(s)
Kenneth M. Fisher    Chairman of the Board
Thomas H. Walker     Director
Rachel G. Clingman   Director
Brent J. Smolik      Chief Executive Officer and Director

Appointment of Directors

In connection with the vacancies created by the resignations described above, on October 5, 2020, the sole member of the General Partner of the Partnership appointed Alana K. Knowles, Stephen W. Green, Colin E. Parfitt and Andrei F.B. Behdjet as members of the board of directors of the General Partner (the "Board"). Additionally, Mr. Parfitt was appointed as Chairman of the Board.

Officers or employees of Chevron who also serve as directors of the General Partner do not receive additional compensation for their service as a director of the General Partner. Accordingly, none of Ms. Knowles or Messrs. Green, Parfitt or Behdjet will receive additional compensation for their respective service as a director of the General Partner.

None of Ms. Knowles or Messrs. Green, Parfitt or Behdjet has had any direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K other than through her or his employment with Chevron. In addition, there are no arrangements or understandings between such newly-appointed directors and any other person pursuant to which they were appointed.

Subsequent to the transactions described above, the General Partner currently has 8 directors: Alana K. Knowles, Stephen W. Green, Colin E. Parfitt, Andrei F.B. Behdjet, Robin H. Fielder, Hallie A. Vanderhider, Martin Salinas, Jr. and Andrew E. Viens. Hallie Vanderhider, Martin Salinas, Jr. and Andrew Viens are independent as defined under the independence standards established by the Nasdaq Global Select Market and the Securities Exchange Act of 1934. The composition of the Audit and Conflicts Committees of the Board are unchanged.

Departure and Appointment of Officers

Also on October 5, 2020, in connection with the consummation of the Merger, the Board appointed Robin H. Fielder, age 40, as President and Chief Executive Officer of the General Partner, to succeed Brent J. Smolik in such role. Ms. Fielder has no family relationships with any director, executive officer or person nominated or chosen to become a director or executive officer of the Partnership or the General Partner. There are no arrangements or understandings between Ms. Fielder and any other person pursuant to which she was appointed as President and Chief Executive Officer. Her appointment is effective as of October 5, 2020.

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Ms. Fielder previously served as Chief Operating Officer of the General Partner from January 2020 to October 2020 and currently serves as a director of the General Partner. Prior to that, Ms. Fielder served as President, Chief Executive Officer and Director of the general partners of Western Midstream Operating LP (formerly Western Gas Partners LP) and Western Midstream Partners LP (formerly Western Gas Equity Partners LP) from January 2019 to August 2019, and as President and Director of the general partners from November 2018 to January 2019. She also served as Senior Vice President, Midstream of Anadarko Petroleum Corporation ("Anadarko") from November 2018 to August 2019. Prior to these positions, Ms. Fielder served in positions of increasing responsibility at Anadarko, including Vice President, Investor Relations from September 2016 to November 2018, Midstream Corporate Planning Manager from December 2015 to September 2016, Director, Investor Relations from June 2014 to December 2015 and General Manager, Carthage/North Louisiana from June 2013 to June 2014. Prior to serving in these roles, she held various exploration and operations engineering positions at Anadarko in both the U.S. onshore and the deepwater Gulf of Mexico. Ms. Fielder holds a Bachelor of Science in petroleum engineering from Texas A&M University and is a registered Professional Engineer in the state of Texas and a member of the Society of Petroleum Engineers.

Pursuant to the terms of Ms. Fielder's offer letter, she will be entitled to participate in Chevron Corporation's compensation programs and, in conjunction therewith, will receive, effective October 5, 2020:





  •   an annual base salary of $415,000;




     •    an incentive bonus range of 45%-75% of her annual base salary based on
          individual performance (effective January 1, 2021);




     •    a long-term incentive program ("LTIP") target opportunity of 145% of her
          salary grade mid-point, with her 2021 and 2022 LTIP awards to be made at
          203% of her salary grade mid-point (effective January 1, 2021); and




  •   a $200,000 sign-on bonus.

Item 9.01. Financial Statements and Exhibits.






  (d) Exhibits




Exhibit
  No.       Document Description

99.1          Press Release dated October 5, 2020.

104         Cover page Interactive Data File (embedded within the Inline XBRL
            document).

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