8-K/AShareholder Matters

CHEVRON CORP 8-K/A Report, Shareholder Vote Results (Sep 7, 2011)

Filed September 7, 2011For Securities:CVX

Summary

This amended Form 8-K filing from Chevron Corporation (CVX), filed on September 7, 2011, serves to update a prior report from June 1, 2011. The primary purpose of this amendment is to officially disclose the company's decision regarding the frequency of advisory votes on executive compensation, a matter presented to shareholders at their Annual Meeting on May 25, 2011. Following the Annual Meeting, Chevron's Board of Directors has determined that future advisory "say-on-pay" votes will be conducted annually. This decision was made in response to strong shareholder support for annual votes, with 84.2% of votes cast in favor. This commitment to annual advisory votes on executive compensation will continue until the next required advisory vote on the frequency of such votes, which is mandated to occur no later than the 2017 Annual Meeting of Stockholders.

Key Highlights

  • 1Chevron Corporation filed an amendment to a previous Form 8-K to update information regarding executive compensation votes.
  • 2The amendment clarifies the company's policy on the frequency of advisory votes on executive compensation.
  • 3At the May 25, 2011 Annual Meeting of Stockholders, 84.2% of votes cast favored annual advisory votes on executive compensation.
  • 4Chevron's Board of Directors has decided to hold advisory votes on named executive officer compensation every year.
  • 5This annual advisory vote commitment will continue until the next frequency vote, scheduled for no later than the 2017 Annual Meeting.

Frequently Asked Questions

The primary purpose of this amended 8-K filing is to officially disclose Chevron's decision regarding the frequency of future advisory votes on the compensation of its named executive officers, following strong shareholder support for annual votes at the May 2011 Annual Meeting.

At the May 25, 2011 Annual Meeting of Stockholders, 84.2% of the votes cast were in favor of holding advisory votes on named executive officer compensation every year.

Chevron's Board of Directors has decided to hold advisory votes on named executive officer compensation on an annual basis until the next required advisory vote on the frequency of such votes, which will occur no later than the 2017 Annual Meeting of Stockholders.

No, the filing explicitly states that no changes have been made to the original Form 8-K filed on June 1, 2011. This filing is solely for the purpose of updating and disclosing the decision on vote frequency.