Chevron Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CVX
Integrated oil Companies
Energy
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 27, 2026
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Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
(a) The 2026 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday, May 27, 2026.
(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 as 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 | 1,399,685,005 | 98.8% | 17,578,001 | 2,396,516 | 281,811,391 | |||||||||||||||
| John B. Frank | 1,362,260,278 | 96.1% | 54,867,996 | 2,531,248 | 281,811,391 | |||||||||||||||
| Enrique Hernandez, Jr. | 1,344,578,915 | 94.9% | 72,523,736 | 2,556,871 | 281,811,391 | |||||||||||||||
| John B. Hess | 1,407,712,967 | 99.3% | 9,501,328 | 2,445,227 | 281,811,391 | |||||||||||||||
| Marillyn A. Hewson | 1,405,207,049 | 99.1% | 12,104,727 | 2,347,746 | 281,811,391 | |||||||||||||||
| Thomas W. Horton | 1,397,249,196 | 98.6% | 19,857,750 | 2,552,576 | 281,811,391 | |||||||||||||||
| Jon M. Huntsman Jr. | 1,309,759,666 | 92.4% | 107,435,164 | 2,464,692 | 281,811,391 | |||||||||||||||
| Dambisa F. Moyo | 1,386,510,772 | 97.8% | 30,578,038 | 2,570,712 | 281,811,391 | |||||||||||||||
| Debra Reed-Klages | 1,388,265,700 | 98.0% | 28,987,944 | 2,405,878 | 281,811,391 | |||||||||||||||
| D. James Umpleby III | 1,402,983,803 | 99.0% | 14,031,552 | 2,644,167 | 281,811,391 | |||||||||||||||
| Cynthia J. Warner | 1,390,099,196 | 98.1% | 27,103,632 | 2,456,694 | 281,811,391 | |||||||||||||||
| Michael K. Wirth | 1,379,322,317 | 97.3% | 37,861,146 | 2,476,059 | 281,811,391 | |||||||||||||||
| (2) | The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2026 was approved based upon the following votes: | ||||||||||||||||
Votes For | 1,634,506,920 | 96.25% | |||||||||||||||
Votes Against | 63,632,611 | 3.75% | |||||||||||||||
Abstentions | 3,331,382 | ||||||||||||||||
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 | 1,370,288,108 | 97.0% | |||||||||||||||
Votes Against | 42,907,510 | 3.0% | |||||||||||||||
Abstentions | 6,463,904 | ||||||||||||||||
Broker Non-Votes | 281,811,391 | ||||||||||||||||
| (4) | The stockholder proposal regarding an independent chair was not approved based upon the following votes: | ||||||||||||||||
Votes For | 203,629,621 | 14.5% | |||||||||||||||
Votes Against | 1,202,445,396 | 85.5% | |||||||||||||||
Abstentions | 13,584,505 | ||||||||||||||||
Broker Non-Votes | 281,811,391 | ||||||||||||||||
| (5) | The stockholder proposal to publish a report on indigenous peoples’ rights was not approved based upon the following votes: | ||||||||||||||||
Votes For | 125,818,083 | 9.0% | |||||||||||||||
Votes Against | 1,276,887,604 | 91.0% | |||||||||||||||
Abstentions | 16,953,835 | ||||||||||||||||
Broker Non-Votes | 281,811,391 | ||||||||||||||||
| (6) | The stockholder proposal to commission a third-party report on human rights processes was not approved based upon the following votes: | ||||||||||||||||
Votes For | 124,228,704 | 8.9% | |||||||||||||||
Votes Against | 1,277,523,292 | 91.1% | |||||||||||||||
Abstentions | 17,907,526 | ||||||||||||||||
Broker Non-Votes | 281,811,391 | ||||||||||||||||
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.
Dated: May 29, 2026
CHEVRON CORPORATION | |||||||||||
By: | /s/ Christopher A. Butner | ||||||||||
Christopher A. Butner | |||||||||||
Assistant Secretary and Senior Counsel | |||||||||||