Chevron (CVX) Proxy filing summary

Executive summary

• Achieved record oil and gas production in 2025, driven by the Hess Corp. acquisition and major project completions, with Permian production surpassing 1 million BOED and global production up 12% year-over-year.

• Returned $27.1 billion to stockholders in 2025 through dividends, share repurchases, and Hess Corp. share purchases, with a 38th consecutive year of dividend increases.

• Strategy focuses on growing oil and gas, lowering carbon intensity, and expanding new energies, aiming for higher returns and lower carbon over the next decade.

• Board and management emphasize strong governance, capital discipline, and robust risk oversight, with regular reviews of strategy, succession, and workforce engagement.

Voting matters and shareholder proposals

• Stockholders will vote to elect 12 directors, ratify PwC as independent auditor for 2026, approve executive compensation on an advisory basis, and consider three shareholder proposals.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST proposals for an independent chair, a report on Indigenous Peoples' rights, and a third-party human rights report.

Board of directors and corporate governance

• Board size set at 12 directors post-2026 meeting, with recent additions John Hess and Thomas Horton.

• Board composition reflects diversity: 42% women, 25% people of color, average tenure 7.2 years, and average age 68.

• Directors bring expertise in leadership, finance, technology, global business, environmental affairs, and transformation.

• Four standing 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.