CHEVRON CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
(e) On
Long-Term Incentive Plan of
for the issuance of up to 104 million shares, plus any shares subject to outstanding
awards under the prior Long-Term Incentive Pan that, on or after
for any reason to be subject to such awards (other than by reason of exercise or
settlement of the awards to the extent they are exercised for or settled in vested and
nonforfeitable shares), reduced by the number of shares subject to awards granted
under the prior plan after
issued subject to full-value awards under the 2022 LTIP is 48 million.
The description of the 2022 LTIP contained under the caption "Board proposal to
approve 2022 Long-Term Incentive Plan of
proxy statement for the 2022 Annual Meeting of Stockholders filed with the Securities
and
description is qualified in its entirety by reference to the 2022 LTIP, a copy of
which is incorporated by reference as Exhibit 10.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2022 Annual Meeting of Stockholders of
2022.
(b)
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
votes:
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Wanda M. Austin 1,356,614,514 97.9 % 28,555,703 19,451,739 255,146,992
John B. Frank 1,327,458,248 94.8 % 72,739,019 4,424,689 255,146,992
Alice P. Gast 1,369,407,527 97.8 % 31,191,074 4,023,355 255,146,992
Enrique Hernandez, Jr. 1,295,111,423 92.5 % 104,924,484 4,586,049 255,146,992
Marillyn A. Hewson 1,372,362,179 98.1 % 26,601,433 5,658,344 255,146,992
Jon M. Huntsman Jr. 1,362,022,829 97.3 % 38,222,721 4,376,406 255,146,992
Charles W. Moorman 1,358,060,626 97.0 % 41,875,215 4,686,115 255,146,992
Dambisa F. Moyo 1,370,473,684 98.0 % 28,094,260 6,054,012 255,146,992
Debra Reed-Klages 1,364,708,945 97.6 % 34,163,577 5,749,434 255,146,992
Ronald D. Sugar 1,221,394,633 87.2 % 178,541,678 4,685,645 255,146,992
D. James Umpleby III 1,367,623,361 97.7 % 32,518,322 4,480,273 255,146,992
Michael K. Wirth 1,293,511,135 92.4 % 106,951,081 4,159,740 255,146,992
(2) The Board's proposal to ratify the appointment of
registered public accounting firm for 2022 was approved based upon the following votes:
Votes For 1,607,568,967 97.1%
Votes Against 47,780,720 2.9%
Abstentions 4,419,261
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.
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(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 1,017,189,095 73.0% Votes Against 376,729,287 27.0% Abstentions 10,703,574 Broker Non-Votes 255,146,992 (4) 2022 Long-Term Incentive Plan ofChevron Corporation was approved based upon the following votes: Votes For 1,335,028,118 95.6% Votes Against 61,543,677 4.4% Abstentions 8,050,161 Broker Non-Votes 255,146,992
(5) The stockholder proposal regarding adoption of medium- and long-term GHG reduction targets was
not approved based upon the following votes:
Votes For 452,496,908 32.6%
Votes Against 934,555,508 67.4%
Abstentions 17,569,540
Broker Non-Votes 255,146,992
(6) The stockholder proposal regarding a report on impacts of Net Zero 2050 scenario was not approved based
upon the following votes:
Votes For 536,473,054 38.7%
Votes Against 851,102,680 61.3%
Abstentions 17,046,222
Broker Non-Votes 255,146,992
(7) The stockholder proposal regarding a report on reliability of methane emission disclosures was approved based
upon the following votes:
Votes For 1,361,323,529 98.0%
Votes Against 28,220,990 2.0%
Abstentions 15,077,437
Broker Non-Votes 255,146,992
(8) The stockholder proposal regarding a report on business with conflict-complicit governments was not
approved based upon the following votes:
Votes For 170,761,944 12.4%
Votes Against 1,207,861,727 87.6%
Abstentions 25,998,285
Broker Non-Votes 255,146,992
(9) The stockholder proposal regarding a report on racial equity audit was not approved based upon the following
votes:
Votes For 657,196,358 47.5%
Votes Against 727,194,005 52.5%
Abstentions 20,231,593
Broker Non-Votes 255,146,992
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(10) The stockholder proposal regarding setting the special meeting threshold at ten percent was not approved
based upon the following votes:
Votes For 381,866,638 27.4%
Votes Against 1,011,783,818 72.6%
Abstentions 10,971,500
Broker Non-Votes 255,146,992
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
2022 Long-Term Incentive Plan of Chevron
10.1 Corporation .
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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