Chevron Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Integrated oil Companies
Energy
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 4, 2024
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
On December 4, 2024, 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 4, 2024. The following is a summary of the changes:
•Amended Article IV, Section 3 to delete the requirement that a Director submit an offer of resignation to the Board in the event the Director does not receive a majority vote of the shares cast in an uncontested Director election (which continues to be addressed in the Corporation’s Corporate Governance Guidelines); and
•Amended Article IV, Section 7(n) to delete the provision that any interpretation or determination under the proxy access By-law adopted in good faith by the Board (or any other person or body authorized by the Board) shall be binding on all persons, including the Corporation and its stockholders (including any beneficial owners).
The foregoing summary is qualified in its entirety by reference to the By-Laws filed as Exhibit 3.2 to this Report, which are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| 3.2 | ||||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |||||||
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: December 10, 2024
CHEVRON CORPORATION | |||||||||||
By: | /s/ Christopher A. Butner | ||||||||||
Christopher A. Butner | |||||||||||
Assistant Secretary and Senior Counsel | |||||||||||