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 31, 2017


_____________________________________
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 ¨
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. ¨





Item 5.07
Submission of Matters to a Vote of Security Holders.
(a)
The 2017 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday, May 31, 2017.
(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. 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
W. M. Austin
1,303,368,948
99.0%
13,195,051
5,492,645
331,972,209
L. F. Deily
1,288,333,894
98.4%
21,609,302
12,113,448
331,972,209
R. E. Denham
1,264,964,551
96.6%
44,254,419
12,837,674
331,972,209
A. P. Gast
1,297,382,647
99.0%
12,734,697
11,939,300
331,972,209
E. Hernandez, Jr.
1,259,225,284
96.1%
50,600,349
12,231,011
331,972,209
J. M. Huntsman Jr.
1,287,784,974
98.3%
22,567,071
11,704,599
331,972,209
C. W. Moorman IV
1,297,101,302
99.0%
12,731,351
12,223,991
331,972,209
D. F. Moyo
1,277,529,736
97.5%
32,338,557
12,188,351
331,972,209
R. D. Sugar
1,269,403,584
97.0%
39,996,311
12,656,749
331,972,209
I. G. Thulin
1,290,766,208
98.5%
19,242,090
12,048,346
331,972,209
J. S. Watson
1,250,538,949
95.5%
58,318,724
13,198,971
331,972,209
M. K. Wirth
1,277,763,182
97.5%
32,738,968
11,554,494
331,972,209

(2)
The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2017 was approved based upon the following votes:
Votes For
1,615,528,447
98.0%
 
Votes Against
32,688,861
2.0%
 
Abstentions
5,811,545
 
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
1,224,477,991
93.8%
 
Votes Against
81,320,474
6.2%
 
Abstentions
16,258,179
 
 
Broker Non-Votes
331,972,209
 
 






(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
1,157,974,727
88.5%
 
Votes For 2 Years
8,184,812
0.6%
 
Votes For 3 Years
142,837,830
10.9%
 
Abstentions
13,059,275
 
 
Broker Non-Votes
331,972,209
 
 

(5)
The stockholder proposal regarding a report on lobbying was not approved based upon the following votes:
Votes For
378,270,506
29.1%
 
Votes Against
920,148,028
70.9%
 
Abstentions
23,638,110
 
 
Broker Non-Votes
331,972,209
 
 

(6)
The stockholder proposal regarding a report on business with conflict-complicit governments was not approved based upon the following votes:
Votes For
72,034,693
5.7%
 
Votes Against
1,184,804,405
94.3%
 
Abstentions
65,217,546
 
 
Broker Non-Votes
331,972,209
 
 

(7)
The stockholder proposal was withdrawn.
 
 
(8)
The stockholder proposal regarding a report on transition to a low carbon economy was not approved based upon the following votes:
Votes For
334,944,962
26.0%
 
Votes Against
953,851,171
74.0%
 
Abstentions
33,260,511
 
 
Broker Non-Votes
331,972,209
 
 

(9)
The stockholder proposal regarding an independent chairman was not approved based upon the following votes:
Votes For
479,386,793
38.7%
 
Votes Against
758,188,211
61.3%
 
Abstentions
84,481,640
 
 
Broker Non-Votes
331,972,209
 
 

(10)
The stockholder proposal regarding an independent director with environmental expertise was not approved based upon the following votes:
Votes For
252,689,485
19.6%
 
Votes Against
1,035,361,585
80.4%
 
Abstentions
34,005,574
 
 
Broker Non-Votes
331,972,209
 
 






(11)
The stockholder proposal regarding special meetings was not approved based upon the following votes:
Votes For
415,762,930
31.9%
 
Votes Against
887,242,833
68.1%
 
Abstentions
19,050,881
 
 
Broker Non-Votes
331,972,209
 
 


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 5, 2017
By:
/s/ Christine L. Cavallo
 
 
Christine L. Cavallo,
 
 
Assistant Secretary