Chevron (NYSE: CVX) revises bylaws to broaden John Hess’s board role

Rhea-AI Filing Summary

Chevron Corporation’s Board of Directors approved amended and restated By-Laws effective March 25, 2026. The changes shift annual election of the Chairman and, when applicable, the Lead Director to the non-employee directors, who also may elect a Vice Chairman.

The revisions follow Chevron’s acquisition of Hess Corporation and the addition of John Hess to the Board as a non-employee director who is not an NYSE-defined independent director due to certain acquisition-related transactions that are not material to Chevron or Mr. Hess. The Board revised its governance to use “non-employee” director language so Mr. Hess can fully participate in Board activities while maintaining compliance with NYSE requirements.

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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): March 25, 2026

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.)

1400 Smith Street

Houston

TX

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (832) 854-1000

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 5.03 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.

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: March 25, 2026

			CHEVRON CORPORATION
			By:			/s/ Christine L. Cavallo
						Christine L. Cavallo
						Assistant Secretary

FAQ

What governance change did Chevron (CVX) make on March 25, 2026?

Chevron’s Board approved amended and restated By-Laws effective March 25, 2026. The updates shift election of the Chairman and potential Lead Director to non-employee directors and allow them to elect a Vice Chairman, refining how the Board’s leadership is chosen.

How did Chevron’s acquisition of Hess affect its board structure?

After acquiring Hess Corporation, Chevron added John Hess as a non-employee director. Because certain acquisition-related transactions prevent him from meeting NYSE’s independent director definition, Chevron updated its By-Laws so non-employee directors, including Hess, can fully participate in specified Board activities.

Who now elects the Chevron Board Chairman and Lead Director?

Under the amended By-Laws, Chevron’s non-employee directors elect the Chairman each year and, when applicable, the Lead Director. This replaces a prior focus on independent directors and aligns Board leadership selection with the updated composition that includes a non-employee, non-independent director.

Why was John Hess’s status as a non-independent director highlighted by Chevron?

Chevron notes John Hess is not an NYSE-defined independent director because of certain acquisition-related transactions, described as not material to Chevron or Mr. Hess. This disclosure explains why By-Laws were shifted from “independent” to “non-employee” director references for specific Board roles.

How do the new Chevron By-Laws affect NYSE compliance?

The By-Law amendments maintain Chevron’s compliance with NYSE requirements while allowing John Hess to fully perform his fiduciary duties. By framing certain responsibilities around non-employee directors, Chevron enables his participation in key Board activities without conflicting with independence standards.

What exhibits were included with Chevron’s March 25, 2026 governance update?

Chevron attached its amended and restated By-Laws as Exhibit 3.2 and a cover page interactive data file in Inline XBRL as Exhibit 104. These exhibits provide the formal text of the governance changes and the related structured data file for regulatory reporting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.2 EX-3.2 132.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB