Chevron stockholders approve directors and say-on-pay

Chevron Corporation reported results from its 2026 Annual Meeting of Stockholders held on May 27, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Chevron Corporation reported results from its 2026 Annual Meeting of Stockholders held on May 27, 2026. All 12 nominees to the Board of Directors were elected for one-year terms, with support generally above 94% of votes cast in favor for each director.

Stockholders approved ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 1,634,506,920 votes for and 63,632,611 against, representing 96.25% support. On an advisory basis, 1,370,288,108 votes, or 97.0%, supported compensation of the company’s named executive officers.

Several stockholder proposals did not pass. An independent chair proposal received 203,629,621 votes for and 1,202,445,396 against, a 14.5% support level. Proposals to publish a report on indigenous peoples’ rights and to commission a third-party report on human rights processes received 9.0% and 8.9% support, respectively.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director support example: 1,407,712,967 votes for Auditor ratification support: 1,634,506,920 votes for (96.25%) Say-on-pay support: 1,370,288,108 votes for (97.0%) +3 more

6 metrics

Director support example 1,407,712,967 votes for John B. Hess director election, 99.3% support

Auditor ratification support 1,634,506,920 votes for (96.25%) PricewaterhouseCoopers LLP for 2026

Say-on-pay support 1,370,288,108 votes for (97.0%) Advisory vote on executive compensation

Independent chair proposal support 203,629,621 votes for (14.5%) Stockholder proposal on independent chair

Indigenous rights report support 125,818,083 votes for (9.0%) Report on indigenous peoples’ rights proposal

Human rights report support 124,228,704 votes for (8.9%) Third-party report on human rights processes

Key Terms

independent registered public accounting firm, advisory basis, Broker Non-Votes, stockholder proposal, +2 more

6 terms

independent registered public accounting firm financial

"ratify the appointment of PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"stockholders to approve, on an advisory basis, the compensation of Chevron’s named executive officers"

Broker Non-Votes financial

"Broker Non-Votes | Brokers were permitted to cast stockholder non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

stockholder proposal financial

"The stockholder proposal regarding an independent chair was not approved"

named executive officers financial

"the compensation of Chevron’s named executive officers was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Stockholders financial

"The 2026 Annual Meeting of Stockholders of Chevron Corporation was held"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Chevron (CVX) stockholders decide at the 2026 annual meeting?

Chevron stockholders elected all 12 director nominees and backed key Board proposals. They ratified PricewaterhouseCoopers as auditor and approved executive pay on an advisory basis, while several governance and human-rights-related stockholder proposals did not receive majority support.

How strongly did Chevron (CVX) investors support director elections in 2026?

Investors gave high support to all director nominees, generally above 94% of votes cast in favor. For example, John B. Hess received 1,407,712,967 votes for, or 99.3%, while other directors such as Wanda M. Austin and Marillyn A. Hewson also received strong backing.

Was Chevron’s auditor ratification approved by stockholders in 2026?

Yes, stockholders approved ratifying PricewaterhouseCoopers LLP as Chevron’s independent registered public accounting firm for 2026. The vote was 1,634,506,920 for and 63,632,611 against, reflecting 96.25% support, with 3,331,382 abstentions recorded on this proposal.

Did Chevron (CVX) stockholders approve executive compensation on an advisory basis?

Yes, stockholders approved the advisory vote on compensation for Chevron’s named executive officers. The proposal received 1,370,288,108 votes for, or 97.0%, and 42,907,510 votes against, with 6,463,904 abstentions and 281,811,391 broker non-votes recorded.

How did Chevron (CVX) investors vote on the independent chair proposal?

The independent chair stockholder proposal was not approved. It received 203,629,621 votes for and 1,202,445,396 votes against, representing 14.5% support versus 85.5% opposition, along with 13,584,505 abstentions and 281,811,391 broker non-votes.

What were the results for Chevron’s human rights and indigenous peoples’ proposals?

Two stockholder proposals related to human rights were not approved. A report on indigenous peoples’ rights received 125,818,083 votes for (9.0% support), while a third-party report on human rights processes received 124,228,704 votes for (8.9% support), with large majorities voting against.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 10:12 AM EDT

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): May 27, 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,

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 5.07			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

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: May 29, 2026


			CHEVRON CORPORATION
			By:			/s/ Christopher A. Butner
						Christopher A. Butner
						Assistant Secretary and Senior Counsel

Source: View Original Filing on SEC EDGAR

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