Chevron (CVX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, via live webcast; record date is March 31, 2025.

• Key agenda items: election of 12 directors, ratification of PwC as auditor, advisory vote on executive compensation, amendment for officer exculpation, and three shareholder proposals.

• Strategy focuses on delivering higher returns, lower carbon, and long-term shareholder value, with investments in oil, gas, and new energy solutions.

• Record production achieved in 2024, with significant project milestones and a strong financial position.

Voting matters and shareholder proposals

• Board recommends voting for all 12 director nominees, ratification of PwC, approval of executive compensation, and officer exculpation amendment.

• Board recommends voting against shareholder proposals: third-party human rights report, report on renewable energy stranded asset risks, and lowering threshold for special meetings to 10%.

Board of directors and corporate governance

• Board comprises 12 members with diverse backgrounds in business, technology, policy, and environmental matters; 50% women, 25% people of color.

• Board committees: Audit, Nominating and Governance, Management Compensation, and Public Policy and Sustainability, all chaired by independent directors.

• Annual board and committee self-evaluations, director orientation, and ongoing education.

• Recent policy change limits outside board service to ensure director focus.