8-KLeadership ChangesCorporate ChangesExhibits & Filings

CHEVRON CORP 8-K Report, Executive Changes (Dec 13, 2013)

Filed December 13, 2013For Securities:CVX

Summary

This 8-K filing by Chevron Corporation (CVX), filed on December 12, 2013, primarily concerns changes to its Board of Directors and internal governance. A key development is the election of Jon M. Huntsman Jr. to the Board of Directors, effective January 15, 2014. Mr. Huntsman will also serve on the Board Nominating and Governance Committee and the Public Policy Committee, indicating his involvement in strategic oversight and stakeholder relations. Furthermore, the filing details Mr. Huntsman's compensation as a director, which includes a prorated grant of restricted stock units and a prorated annual cash retainer, both tied to specific performance and service periods. The company also amended its By-Laws to refine indemnification provisions for "Corporate Servants," specifying that such indemnification generally does not apply to actions initiated by the Corporate Servant unless authorized by the Board. These changes reflect an effort to strengthen corporate governance and clarify officer responsibilities.

Key Highlights

  • 1Chevron elected Jon M. Huntsman Jr. to its Board of Directors, effective January 15, 2014.
  • 2Mr. Huntsman has been appointed to the Board Nominating and Governance Committee and the Public Policy Committee.
  • 3Mr. Huntsman will receive a prorated grant of restricted stock units under the Non-Employee Directors’ Equity Compensation and Deferral Plan.
  • 4The restricted stock units granted to Mr. Huntsman vest on the day preceding the 2014 annual meeting of stockholders.
  • 5Mr. Huntsman will also receive a prorated annual cash retainer of $12,500 per month.
  • 6Chevron amended its By-Laws to modify indemnification provisions for "Corporate Servants."
  • 7The amended indemnification provision generally excludes actions initiated by "Corporate Servants" unless authorized by the Board, except for enforcing indemnification rights.

Frequently Asked Questions

Jon M. Huntsman Jr. is a new appointee to Chevron's Board of Directors, effective January 15, 2014. While the filing doesn't detail his prior experience, his appointment to governance and public policy committees suggests the Board values his expertise in strategic direction, risk oversight, and potentially external relations.

Mr. Huntsman will receive compensation in two forms: restricted stock units (RSUs) and a cash retainer. Both will be prorated based on his start date of January 15, 2014, relative to the annual cycle. The RSUs are valued at $225,000 annually (prorated) and vest before the 2014 annual meeting. He will also receive a cash retainer of $12,500 per month.

Chevron amended its By-Laws to clarify that its indemnification provisions generally do not apply to legal actions initiated by "Corporate Servants" (as defined in the Certificate of Incorporation), unless such actions were explicitly authorized by the Board. This amendment aims to prevent potential misuse of indemnification for self-initiated legal proceedings.