CVX Chevron Corp - 8-K

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 25, 2026, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) approved and adopted amended and restated By-Laws of Chevron (the “By-Laws”), effective March 25, 2026. The amendments specify that the non-employee Directors (rather than the independent Directors) elect the Chairman each year and, when applicable, the Lead Director (Article I, Section 3), and may elect a Vice Chairman (Article I, Section 4).

Following the acquisition of Hess Corporation by Chevron, the Board now includes a non-employee Director — John Hess — who does not meet the definition of “independent director” set by the New York Stock Exchange (the “NYSE”) due to certain transactions relating to the acquisition that are not material to either Chevron or Mr. Hess. While maintaining compliance with the NYSE requirements, the Board recently amended the By-Laws and other governance documents to permit Mr. Hess to otherwise fully perform his fiduciary duty to participate in all aspects of Board service at Chevron by providing that certain Board activities be performed by “non-employee” directors. The Board has determined that it is beneficial to Chevron to have Mr. Hess participate in these activities.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits .

Exhibit Number

Description

3.2

By-Laws of Chevron Corporation, as amended and restated March 25, 2026.

104

Cover Page Interactive Data File, formatted in Inline XBRL.