Current Report Filing (8-k)
December 08 2022 - 06:01AM
Edgar (US Regulatory)
0000093410false12/3100000934102022-12-072022-12-07
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): December 7,
2022
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Chevron Corporation |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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001-00368 |
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94-0890210 |
(State or other jurisdiction
of incorporation ) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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6001 Bollinger Canyon Road, |
San Ramon, |
CA |
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94583 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
(925) 842-1000
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N/A |
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(Former name or former address, if changed since last report) |
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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))
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
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Common stock, par value $.75 per share |
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CVX |
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New York Stock Exchange |
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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).
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Emerging growth company |
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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. |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On December 7, 2022, the Board of Directors (the “Board”) of
Chevron Corporation (the “Corporation”) approved and adopted
amended and restated By-Laws of the Corporation (the "By-Laws"),
effective December 7, 2022. The following is a summary of the
substantive changes:
•Amended
Article IV, Section 5 to reflect the latest amendments to the
Delaware General Corporation Law by clarifying the adjournment
procedures for virtual meetings of stockholders;
•Amended
Article IV, Section 6 to update certain procedural mechanics in
connection with any notice delivered by a stockholder of a
nomination or the proposal of business other than nominations,
including by requiring the nominee, nominating stockholder,
beneficial owner, if any, and certain control persons to provide to
the Corporation certain information in questionnaires and other
information as the Corporation may reasonably request;
•Amended
Article IV, Section 6 to clarify that a failure to comply with
applicable law with respect to the matters set forth in Article IV,
Section 6 shall be deemed a failure to comply with such provision,
and the chairman of the meeting shall have the power to disregard a
stockholder’s nomination or proposal of other business as a result
of such failure; and
•Amended
Article IV, Section 6 to require a stockholder directly or
indirectly soliciting proxies from other stockholders to use a
proxy card color other than white.
In addition, the By-Laws also incorporate certain other
non-substantive and clarifying changes.
The foregoing summary is qualified in its entirety by reference to
the By-Laws filed as Exhibit 3.1 to this Report, which are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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3.2 |
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104 |
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Cover Page Interactive Data File, formatted in Inline
XBRL |
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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.
Dated: December 7, 2022
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CHEVRON CORPORATION
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By:
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/s/ Christopher A. Butner
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Christopher A. Butner
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Assistant Secretary
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