PDF《2018 Proxy Statement》

2018 Proxy Statement Notice of

2018 Annual Meeting of Stockholders to Be Held on May 30,

2018 2018 Notice of the Chevron Corporation Annual Meeting of Stockholders Wednesday, May 30,

2018 8:00 a.

m. PDT Chevron Park Auditorium,

6001 Bollinger Canyon Road, San Ramon, CA 94583-2324 Record Date Monday, April 2,

2018 Agenda ? Elect

10 Directors named in this Proxy Statement;

? Vote on a Board proposal to ratify the appointment of the independent registered public accounting firm;

? Vote on a Board proposal to approve, on an advisory basis, named executive officer compensation;

? Vote on seven Rule 14a-8 stockholder proposals, if properly presented;

and ? Transact any other business that may be properly brought before the Annual Meeting by or at the direction of the Board. Admission Stockholders or their legal proxy holders may attend the Annual Meeting. Due to space constraints and other security considerations, we are not able to admit the guests of either stockholders or their legal proxy holders. Important Notice Regarding Admission to the

2018 Annual Meeting Stockholders or their legal proxy holders who wish to attend the Annual Meeting must preregister with and obtain an admission letter from Chevron'

s Corporate Governance Department. Admission letters will be distributed on a first-come, first-served basis. Requests for admission letters must be received by Chevron no later than 5:00 p.m. PDT on Thursday, May 24, 2018. For complete instructions for preregistering and obtaining an admission letter, see page

84 of this Proxy Statement. Voting Stockholders owning Chevron common stock at the close of business on Monday, April 2, 2018, or their legal proxy holders, are entitled to vote at the Annual Meeting. Please refer to pages

80 through

81 of this Proxy Statement for information about voting at the Annual Meeting. Distribution of Proxy Materials On Tuesday, April 10, 2018, we will commence distributing to our stockholders (1) a copy of this Proxy Statement, a proxy card or voting instruction form, and our Annual Report (the Proxy Materials ), (2) a Notice Regarding the Availability of Proxy Materials, with instructions to access our Proxy Materials and vote on the Internet, or (3) for stockholders who receive materials electronically, an email with instructions to access our Proxy Materials and vote on the Internet. By Order of the Board of Directors, Mary A. Francis Corporate Secretary and Chief Governance Officer Table of Contents Proxy Statement

1 Items of Business

1 Election of Directors (Item

1 on the Proxy Card)

2 Director Election Requirements

2 Director Qualifications and Nomination Processes

2 Nominees for Director

5 Vote Required

14 Your Board'

s Recommendation

14 Director Compensation

15 Overview

15 Cash or Stock Options (at the Director'

s Election)

15 Restricted Stock Units

15 Expenses and Charitable Matching Gift Program

16 Compensation During the Fiscal Year Ended December 31,

2017 16 Corporate Governance

18 Overview

18 Role of the Board of Directors

18 Board Leadership Structure

18 Independent Lead Director

19 Succession Planning and Leadership Development

19 Board Oversight of Strategy

20 Board Oversight of Risk

20 Board Oversight of Sustainability

21 Director Independence

21 Board Committees

22 Board and Committee Meetings and Attendance

24 Board and Committee Evaluations

24 Corporate Governance Guidelines

24 Business Conduct and Ethics Code

24 Engagement