8-KCorporate ChangesExhibits & Filings

CHEVRON CORP 8-K Report, Bylaw Amendment (Oct 2, 2020)

Filed October 2, 2020For Securities:CVX

Summary

Chevron Corporation (CVX) filed an 8-K on October 2, 2020, detailing amendments to its By-Laws effective September 30, 2020. These changes primarily focus on enhancing operational flexibility and aligning with current regulatory and corporate governance standards. Key amendments include modifications to Board committee formation and member participation, a title change for the "Comptroller" to "Controller", and the delegation of authority to corporate officers for stock issuance and repurchase terms. Additionally, the By-Laws now explicitly acknowledge the repeal of Section 162(m) of the Internal Revenue Code and introduce an emergency By-Law provision to ensure continuity of governance during unforeseen circumstances. These amendments are largely technical in nature, aimed at streamlining internal processes and ensuring compliance. Investors should note the increased flexibility granted to the Board and officers in managing stock-related matters and the proactive measure taken to address potential governance disruptions. While no immediate financial impact is indicated, these changes reflect Chevron's commitment to adaptive corporate governance.

Key Highlights

  • 1Chevron Corporation amended and restated its By-Laws, effective September 30, 2020.
  • 2Reduced the vote threshold for forming Board committees to a majority present at a meeting with a quorum.
  • 3Allows Board committee members to designate alternates for absent or disqualified directors.
  • 4Changed the title of "Comptroller" to "Controller".
  • 5Empowered the Board to delegate stock issuance and the setting of stock repurchase terms to corporate officers.
  • 6Updated By-Laws to reflect the repeal of IRC Section 162(m) and modified requirements for stockholder-nominated director candidates.
  • 7Introduced an emergency By-Law provision to ensure continuity of governance during emergency conditions.

Frequently Asked Questions

The primary purpose of these By-Law amendments is to enhance operational flexibility, streamline governance processes, and ensure compliance with current regulatory and corporate governance standards. This includes making it easier to form Board committees, delegate authority for stock-related actions, and provide for continuity of governance during emergencies.

The amendments provide more flexibility for the Board. For instance, Board committees can now be formed with a majority of directors present at a meeting (provided a quorum exists), rather than a majority of the entire Board. Additionally, directors can designate alternates, and officers can be delegated authority for stock issuance and repurchase terms.

Based on the filing, these By-Law amendments are primarily procedural and governance-related. They do not indicate any immediate, direct financial impact on Chevron Corporation. The changes focus on internal operational efficiency and compliance.

The amendments recognize the repeal of Section 162(m) of the Internal Revenue Code. This impacts the definition of "outside director" for the purposes of stockholder-nominated director candidates, specifically relating to transition rules for grandfathered compensation under the former section.