Chevron (CVX) 8-K Departure of Directors or Certain Officers

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 24, 2022

	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $.75 per share	CVX	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

(e) On May 24, 2022, the Management Compensation Committee (the “Committee”) of the Board of Directors of Chevron Corporation (the “Company”) approved a letter agreement to be entered into between the Company and Joseph C. Geagea, Executive Vice President and Senior Advisor to the Chairman and Chief Executive Officer, providing for certain non-compete, non-solicitation and confidentiality covenants to be made by Mr. Geagea for the benefit of the Company through January 31, 2024 (the “Restrictive Covenant Agreement”). As consideration for the Restrictive Covenant Agreement, the Committee amended Mr. Geagea’s outstanding Restricted Stock Unit Award granted January 27, 2021, in the amount of 18,150 restricted stock units (the “2021 RSU Award”), which 2021 RSU Award was scheduled to vest on January 31, 2024 subject to Mr. Geagea’s continued employment through such date (the “Continued Service Provision”), to waive the Continued Service Provision and allow for the vesting of the award on January 31, 2024, subject to Mr. Geagea’s continued compliance with the obligations set forth in the Restrictive Covenant Agreement.

The Restrictive Covenant Agreement is filed as Exhibit 10.1 hereto and is hereby incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Letter Agreement, dated May 25, 2022, by and between Chevron Corporation and Joseph C. Geagea.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 27, 2022

CHEVRON CORPORATION
By:	/s/ Rose Z. Pierson
	Rose Z. Pierson
	Assistant Secretary