Current Report — Form 8-K Filing Table of Contents
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2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 106K
9: R1 Cover Page HTML 48K
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Registrant’s telephone number, including area code:(i925) i842-1000
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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
stock, par value $.75 per share
iCVX
iNew 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
i☐
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.
The Board of Directors (the “Board”) of Chevron Corporation (the “Corporation”) amended and restated the Corporation's By-Laws (the "By-Laws"), effective September 30, 2020. The following is a summary of the substantive changes:
•Amended Article I, Section 6 to reduce the vote threshold of the Board needed to form a Board committee (from a majority of the whole Board to a majority present at a meeting where a quorum is satisfied), and to allow members of a Board Committee to designate an alternate Director to serve as a substitute for a Director who
is absent or disqualified;
▪Amended Article II, Section 2 and Section 11 to change the title of “Comptroller” to “Controller”;
▪Amended Article III, Section 1 to allow the Board the ability to delegate to corporate officers the authority to issue stock and to make explicit that the Board can delegate to officers the authority to set the exact time and terms of stock repurchases;
▪Amended Article IV, Section 7 (k)(ii) to recognize the repeal of section 162(m) of the Internal Revenue Code (the “IRC”) and to specify that stockholder-nominated Director candidates must meet the definition of “outside director” under
the transition rules governing grandfathered compensation under former section 162(m) of the IRC; and
▪Added Article XI to provide an emergency By-Law provision under the Delaware General Corporation Law that will activate in the event an emergency condition prevents the Board or a Board Committee from obtaining a quorum for a meeting.
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.
