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 25, 2016


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

None
(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))













Item 5.07
Submission of Matters to a Vote of Security Holders.
(a)
The 2016 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday,
May 25, 2016.
 
 
(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
L.F. Deily
1,277,589,669
98.9 %
14,717,426
6,202,591
346,879,418
R.E. Denham
1,218,042,215
94.3%
74,310,898
6,156,573
346,879,418
A.P. Gast
1,279,323,000
99.0%
12,974,225
6,212,461
346,879,418
E. Hernandez Jr.
1,219,735,712
94.4%
71,795,137
6,978,837
346,879,418
J.M. Huntsman Jr.
1,277,072,495
98.8%
15,386,193
6,050,998
346,879,418
C.W. Moorman IV
1,279,830,691
99.0 %
12,547,162
6,131,833
346,879,418
J.G. Stumpf
1,204,314,035
93.2%
88,220,031
5,975,620
346,879,418
R.D. Sugar
1,214,361,334
94.0%
77,961,468
6,186,884
346,879,418
I.G. Thulin
1,237,446,347
95.8%
54,882,577
6,180,762
346,879,418
J.S. Watson
1,237,672,781
95.9%
53,366,446
7,470,459
346,879,418

(2)
The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2016 was approved based upon the following votes:
Votes For
1,621,516,838
99.0%
 
Votes Against
17,098,326
1.0%
 
Abstentions
6,773,940
 
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
689,522,051
53.6%
 
Votes Against
597,952,684
46.4%
 
Abstentions
11,034,951
 
 
Broker Non-Votes
346,879,418
 
 





(4)
Amendment to Non-Employee Directors’ Equity Compensation and Deferral Plan was approved based upon the following votes:
Votes For
1,153,082,157
89.7%
 
Votes Against
132,689,819
10.3%
 
Abstentions
12,737,710
 
 
 
Broker Non-Votes
346,879,418
 
 
 

(5)
The stockholder proposal regarding report on lobbying was not approved based upon the following votes:
Votes For
331,139,816
27.4%
 
Votes Against
876,009,660
72.6%
 
Abstentions
91,360,210
 
 
Broker Non-Votes
346,879,418
 
 

(6)
The stockholder proposal regarding targets for reducing greenhouse gas emissions was not approved based upon the following votes:
Votes For
94,451,794
7.9%
 
Votes Against
1,094,951,664
92.1%
 
Abstentions
109,106,228
 
 
Broker Non-Votes
346,879,418
 
 
 

(7)
The stockholder proposal regarding report on climate change impact assessment was not approved based upon the following votes:
Votes For
489,447,105
40.8%
 
Votes Against
711,377,843
59.2%
 
Abstentions
97,684,738
 
 
Broker Non-Votes
346,879,418
 
 

(8)
The stockholder proposal regarding report on reserve replacements was not approved based upon the following votes:
Votes For
80,650,737
6.8%
 
Votes Against
1,103,444,752
93.2%
 
Abstentions
114,414,197
 
 
Broker Non-Votes
346,879,418
 
 

(9)
The stockholder proposal regarding a dividend policy was not approved based upon the following votes:
Votes For
43,156,321
3.5%
 
Votes Against
1,195,141,942
96.5%
 
Abstentions
60,211,423
 
 
Broker Non-Votes
346,879,418
 
 





(10)
The stockholder proposal regarding report on shale energy operations was not approved based upon the following votes:
Votes For
365,426,831
30.7%
 
Votes Against
825,867,000
69.3%
 
Abstentions
107,215,855
 
 
Broker Non-Votes
346,879,418
 
 

(11)
The stockholder proposal regarding an independent director with environmental expertise was not approved based upon the following votes:
Votes For
235,500,009
18.8%
 
Votes Against
1,017,826,911
81.2%
 
Abstentions
45,182,766
 
Broker Non-Votes
346,879,418
 

(12)
The stockholder proposal regarding special meetings was not approved based upon the following votes:
Votes For
378,540,311
29.5%
 
Votes Against
905,212,627
70.5%
 
Abstentions
14,756,748
 
 
Broker Non-Votes
346,879,418
 
 


SIGNATURE

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 1, 2016
By
/S/ CHRISTOPHER A. BUTNER
 
 
Christopher A. Butner,
 
 
Assistant Secretary