CVX Chevron Corp - 8-K

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) The 2026 Annual Meeting of Stockholders of Chevron Corporation (“Chevron”) was held on Wednesday, May 27, 2026.

(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 as 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 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

Wanda M. Austin

1,399,685,005

98.8%

17,578,001

2,396,516

281,811,391

John B. Frank

1,362,260,278

96.1%

54,867,996

2,531,248

281,811,391

Enrique Hernandez, Jr.

1,344,578,915

94.9%

72,523,736

2,556,871

281,811,391

John B. Hess

1,407,712,967

99.3%

9,501,328

2,445,227

281,811,391

Marillyn A. Hewson

1,405,207,049

99.1%

12,104,727

2,347,746

281,811,391

Thomas W. Horton

1,397,249,196

98.6%

19,857,750

2,552,576

281,811,391

Jon M. Huntsman Jr.

1,309,759,666

92.4%

107,435,164

2,464,692

281,811,391

Dambisa F. Moyo

1,386,510,772

97.8%

30,578,038

2,570,712

281,811,391

Debra Reed-Klages

1,388,265,700

98.0%

28,987,944

2,405,878

281,811,391

D. James Umpleby III

1,402,983,803

99.0%

14,031,552

2,644,167

281,811,391

Cynthia J. Warner

1,390,099,196

98.1%

27,103,632

2,456,694

281,811,391

Michael K. Wirth

1,379,322,317

97.3%

37,861,146

2,476,059

281,811,391

(2)

The Board’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2026 was approved based upon the following votes:

Votes For

1,634,506,920

96.25%

Votes Against

63,632,611

3.75%

Abstentions

3,331,382

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.

(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

1,370,288,108

97.0%

Votes Against

42,907,510

3.0%

Abstentions

6,463,904

Broker Non-Votes

281,811,391

(4)

The stockholder proposal regarding an independent chair was not approved based upon the following votes:

Votes For

203,629,621

14.5%

Votes Against

1,202,445,396

85.5%

Abstentions

13,584,505

Broker Non-Votes

281,811,391

(5)

The stockholder proposal to publish a report on indigenous peoples’ rights was not approved based upon the following votes:

Votes For

125,818,083

9.0%

Votes Against

1,276,887,604

91.0%

Abstentions

16,953,835

Broker Non-Votes

281,811,391

(6)

The stockholder proposal to commission a third-party report on human rights processes was not approved based upon the following votes:

Votes For

124,228,704

8.9%

Votes Against

1,277,523,292

91.1%

Abstentions

17,907,526

Broker Non-Votes

281,811,391