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)
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| Delaware | | 001-00368 | | 94-0890210 |
(State or other jurisdiction of incorporation ) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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))
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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| (a) | The 2016 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday, May 25, 2016. |
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| (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. |
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| (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 |
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| (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. |
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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 | 689,522,051 | 53.6% | |
| Votes Against | 597,952,684 | 46.4% | |
| Abstentions | 11,034,951 | | |
| Broker Non-Votes | 346,879,418 | | |
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| (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 | | | |
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| (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 | | |
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| (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 | | | |
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| (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 | | |
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| (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 | | |
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| (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 | | |
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| (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 | | |
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| (11) | The stockholder proposal regarding an independent director with environmental expertise was not approved based upon the following votes: |
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| 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 | |
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| (12) | The stockholder proposal regarding special meetings was not approved based upon the following votes: |
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| 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.
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| | CHEVRON CORPORATION |
| Dated: June 1, 2016 | By | /S/ CHRISTOPHER A. BUTNER |
| | | Christopher A. Butner, |
| | | Assistant Secretary |
