Document

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): May 30, 2018


_____________________________________
Chevron Corporation
(Exact name of registrant as specified in its charter)
_____________________________________


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

Registrant’s telephone number, including area code: (925) 842-1000

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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
o
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.
o


Item 5.07
Submission of Matters to a Vote of Security Holders.
(a)
The 2018 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday, May 30, 2018.
(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
W. M. Austin
1,278,777,834
99.4
%
7,518,495
6,934,512
331,644,521
J. B. Frank
1,238,568,518
96.3
%
47,636,431
7,025,892
331,644,521
A. P. Gast
1,278,673,122
99.4
%
7,662,902
6,894,817
331,644,521
E. Hernandez, Jr.
1,252,087,521
97.4
%
34,118,735
7,024,585
331,644,521
C. W. Moorman IV
1,278,839,505
99.4
%
7,355,571
7,035,765
331,644,521
D. F. Moyo
1,277,499,634
99.3
%
8,739,553
6,991,654
331,644,521
R. D. Sugar
1,212,962,194
95.4
%
58,768,850
21,499,797
331,644,521
I. G. Thulin
1,212,848,212
94.3
%
73,442,309
6,940,320
331,644,521
D. J. Umpleby
1,278,706,646
99.4
%
7,555,136
6,969,059
331,644,521
M. K. Wirth
1,232,113,254
96.0
%
51,830,470
9,287,117
331,644,521

(2)
The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2018 was approved based upon the following votes:
Votes For
1,568,047,493
97.0
%
 
Votes Against
48,030,610
3.0
%
 
Abstentions
8,797,259
 
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
1,193,035,932
93.2
%
 
Votes Against
87,680,958
6.8
%
 
Abstentions
12,513,951
 
 
Broker Non-Votes
331,644,521
 
 

(4)
The stockholder proposal regarding a report on lobbying was not approved based upon the following votes:
Votes For
396,281,362
31.5
%
 
 
Votes Against
859,963,892
68.5
%
 
 
Abstentions
36,985,587
 
 
 
Broker Non-Votes
331,644,521
 
 
 



(5)
The stockholder proposal regarding a report on business with conflict-complicit governments was not approved based upon the following votes:
Votes For
91,446,819
7.3
%
 
 
Votes Against
1,169,793,981
92.7
%
 
 
Abstentions
31,990,041
 
 
 
Broker Non-Votes
331,644,521
 
 
 

(6)
The stockholder proposal regarding a report on transition to a low carbon business model was not approved based upon the following votes:
Votes For
102,740,204
8.1
%
 
 
Votes Against
1,162,572,694
91.9
%
 
 
Abstentions
27,917,943
 
 
 
Broker Non-Votes
331,644,521
 
 
 

(7)
The stockholder proposal regarding a report on methane emissions was not approved based upon the following votes:
Votes For
540,183,286
45.0
%
 
 
Votes Against
660,382,796
55.0
%
 
 
Abstentions
92,664,759
 
 
 
Broker Non-Votes
331,644,521
 
 
 

(8)
The stockholder proposal regarding an independent chairman was not approved based upon the following votes:
Votes For
308,020,244
24.0
%
 
 
Votes Against
976,529,586
76.0
%
 
 
Abstentions
8,681,011
 
 
 
Broker Non-Votes
331,644,521
 
 
 

(9)
The stockholder proposal regarding an independent director with environmental expertise was not approved based upon the following votes:
Votes For
338,113,201
26.5
%
 
 
Votes Against
938,701,189
73.5
%
 
 
Abstentions
16,416,451
 
 
 
Broker Non-Votes
331,644,521
 
 
 

(10)
The stockholder proposal regarding special meetings was not approved based upon the following votes:
Votes For
431,903,225
33.9
%
 
 
Votes Against
841,819,821
66.1
%
 
 
Abstentions
19,507,795
 
 
 
Broker Non-Votes
331,644,521
 
 
 


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.

 
 
 
 
 
CHEVRON CORPORATION

Dated: June 4, 2018
By:
/s/ Christine L. Cavallo
 
 
Christine L. Cavallo
 
 
Assistant Secretary