Chevron (CVX) Proxy Filing summary

Executive summary

• Record production achieved in 2024, with upstream operations producing 3.3 million net barrels of oil-equivalent per day, a 7% increase from 2023, and significant project milestones positioning for future growth.

• Financial priorities included returning a record $27 billion to stockholders, maintaining a strong balance sheet, and investing for long-term returns.

• Strategy focuses on delivering higher returns, lower carbon, and superior stockholder value, with investments in oil, gas, and new energy businesses such as renewables, carbon capture, and hydrogen.

Voting matters and shareholder proposals

• Stockholders will vote to elect 12 directors, ratify PwC as the independent auditor, approve executive compensation on an advisory basis, and amend the certificate of incorporation for officer exculpation.

• Four stockholder proposals include commissioning a human rights report, reporting on renewable energy stranded asset risks, removing emissions reduction targets, and lowering the threshold to call special meetings to 10%. The Board recommends voting against all stockholder proposals.

Board of directors and corporate governance

• The Board consists of 12 directors with diverse backgrounds in business, technology, policy, and environmental matters; 50% are women and 25% are people of color.

• Directors are elected annually, and the Board emphasizes diversity, refreshment, and a balance of skills and experience.

• Board leadership includes an independent Lead Director and four standing committees: Audit, Nominating and Governance, Management Compensation, and Public Policy and Sustainability.

• The Board regularly reviews governance practices, director independence, and succession planning.