Chevron amends By-Laws to update virtual meeting, stockholder proposal procedures

CHEVRON CORP

Amended Article IV, Section 5 to clarify adjournment procedures for virtual stockholder meetings per updated Delaware law.
Amended Article IV, Section 6 to update procedural mechanics for stockholder nominations and proposals, including new information requirements.
Amended Article IV, Section 6 to specify that failure to comply with applicable law results in disregarded nomination or proposal.
Amended Article IV, Section 6 to require stockholders soliciting proxies to use a proxy card color other than white.
Includes other non-substantive and clarifying changes.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CHEVRON CORP: Amended and restated By-Laws to reflect changes to virtual meeting adjournment procedures, stockholder nomination and proposal procedural mechanics, compliance requirements, and proxy card color (effective 2022-12-07).

Change: bylaw amendment
Effective: 2022-12-07

Exact text from the filing

The following is a summary of the substantive changes: • Amended Article IV, Section 5 to reflect the latest amendments to the Delaware General Corporation Law by clarifying the adjournment procedures for virtual meetings of stockholders; • Amended Article IV, Section 6 to update certain procedural mechanics in connection with any notice delivered by a stockholder of a nomination or the proposal of business other than nominations, including by requiring the nominee, nominating stockholder, beneficial owner, if any, and certain control persons to provide to the Corporation certain information in questionnaires and other information as the Corporation may reasonably request; • Amended Article IV, Section 6 to clarify that a failure to comply with applicable law with respect to the matters set forth in Article IV, Section 6 shall be deemed a failure to comply with such provision, and the chairman of the meeting shall have the power to disregard a stockholder’s nomination or proposal of ot

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Source: SEC EDGAR

accession 0000093410-22-000078

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