Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 10, 2008, Chevron Corporation issued a press release announcing that
on December 5, 2008, General James L. Jones resigned from the Board of
Directors, effective as of that date, due to his acceptance to serve as National
Security Advisor to President-elect Barack Obama.
In addition, Chevron announced that on December 10, 2008, the Board elected
Enrique Hernandez, Jr. to the Board and named Mr. Hernandez to the Audit
Committee. On that date, the Board approved a grant to Mr. Hernandez of 1,021
Restricted Stock Units, which is a prorated grant of the annual restricted stock
unit award granted under the Chevron Non-Employee Directors' Equity Compensation
and Deferral Plan. Mr. Hernandez will also be entitled to receive the annual
cash retainer for non-employee Directors, which will be prorated and paid in
monthly installments of $9,667.
In addition, Chevron announced that Patricia E. Yarrington has been appointed
Vice President and Chief Financial Officer effective January 1, 2009, replacing
Stephen J. Crowe, who has elected to retire after 36 years of service.
Ms. Yarrington will receive an annual base salary of $700,000 and will continue
to be eligible to receive compensation under the Chevron Incentive Plan and the
Chevron Long Term Incentive Plan, as well as continue to participate in the
other benefit and deferral plans on the same terms available to other employees.
The press releases are attached hereto as Exhibits 99.1 and 99.2 and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated December 10, 2008.
99.2 Press Release dated December 10, 2008.
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