8-KCorporate ChangesExhibits & Filings

CHEVRON CORP 8-K Report, Bylaw Amendment (Feb 1, 2008)

Filed February 1, 2008For Securities:CVX

Summary

This 8-K filing by Chevron Corporation (CVX), dated February 1, 2008, primarily announces an amendment to the company's By-Laws. Effective January 30, 2008, the Board of Directors approved changes to Article IV, Section 1, empowering stockholders to request a special meeting. This amendment allows holders of at least 25 percent of outstanding common stock to formally request a special meeting through a written submission to the Chairman or Secretary. This change is significant as it grants shareholders a greater voice in corporate governance by enabling them to convene special meetings to address specific issues. The By-Laws include provisions to prevent redundant meetings, such as if an annual meeting is already scheduled or if a meeting covering the same purpose has occurred within the preceding 12 months. The amended By-Laws are filed as an exhibit to this report.

Key Highlights

  • 1Chevron Corporation amended its By-Laws to allow stockholders to request special meetings.
  • 2The amendment to Article IV, Section 1 of the By-Laws was approved by the Board of Directors on January 30, 2008.
  • 3Stockholders holding at least 25 percent of outstanding common stock can now submit a written request for a special meeting.
  • 4The request must be submitted to the Chairman of the Board or the Secretary.
  • 5The By-Laws stipulate conditions under which a special meeting will not be called, such as an upcoming annual meeting addressing the same issues.
  • 6This change grants shareholders enhanced ability to influence corporate governance and address specific matters outside of regular annual meetings.
  • 7The amended By-Laws are filed as Exhibit 3.1 to this 8-K report.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce an amendment to Chevron Corporation's By-Laws that allows stockholders to request a special meeting of shareholders.

Stockholders must collectively hold at least 25 percent of the outstanding shares of Chevron common stock entitled to vote to be able to request a special meeting.

Yes, the amendment includes restrictions. A special meeting will not be called if the Board has already called or will call an annual meeting that covers the same purpose, or if a meeting (annual or special) addressing the same purpose has been held within the last 12 months.

This amendment significantly enhances shareholder influence by giving them a mechanism to bring specific issues to a vote outside of the regular annual meeting cycle, provided they can meet the 25% ownership threshold.