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CVX > SEC Filings for CVX > Form 8-K on 13-Dec-2013All Recent SEC Filings

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Form 8-K for CHEVRON CORP


13-Dec-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 11, 2013, Chevron Corporation ("Chevron") issued a press release announcing that on December 11, 2013, the Board of Directors, effective on January 15, 2014, elected Jon M. Huntsman Jr. to the Board and named Mr. Huntsman to the Board Nominating and Governance Committee and the Public Policy Committee. Also on that date, the Board approved a grant to Mr. Huntsman, effective on January 15, 2014, of restricted stock units, which is a prorated grant of the annual restricted stock unit award granted to directors under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan. The number of stock units will be determined by multiplying the current equity retainer value ($225,000) by a fraction, the numerator of which is the number of days from the effective date of Mr. Huntsman's election to the day immediately preceding the 2014 annual meeting of stockholders and the denominator of which is the number of days from the 2013 annual meeting of stockholders to the day immediately preceding the 2014 annual meeting of stockholders, and dividing that product by the closing Chevron Common Stock price on the effective date of Mr. Huntsman's election. The stock units vest on the day immediately preceding the 2014 annual meeting of stockholders. Mr. Huntsman will also be entitled to receive the annual cash retainer for non-employee Directors, which will be prorated and paid in monthly installments of $12,500.
The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On December 11, 2013, the Board amended Article VIII of the By-Laws of Chevron to specify that, except with respect to proceedings to enforce rights to indemnification, the indemnification provision does not apply in actions initiated by the "Corporate Servant" (as defined in Article VIII of Chevron's Certificate of Incorporation) unless the action was authorized by the Board. Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
3.1 By-Laws of Chevron Corporation, as amended on December 11, 2013.
99.1 Press Release issued December 11, 2013.


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