PDF《2018 Proxy Statement》

25 Communicating With the Board

25 Related Person Transactions

25 Board Nominating and Governance Committee Report

26 Management Compensation Committee Report

27 Audit Committee Report

27 Board Proposal to Ratify PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for

2018 (Item

2 on the Proxy Card)

28 Auditor Review and Engagement

28 PwC'

s Fees and Services

29 Audit Committee Preapproval Policies and Procedures

29 PwC'

s Attendance at the Annual Meeting

29 Vote Required

29 Your Board'

s Recommendation

29 TABLE OF CONTENTS Executive Compensation

31 Compensation Discussion and Analysis

31 Summary Compensation Table

49 Grants of Plan-Based Awards in Fiscal Year

2017 51 Outstanding Equity Awards at

2017 Fiscal Year-End

53 Option Exercises and Stock Vested in Fiscal Year

2017 54 Pension Benefits Table

55 Nonqualified Deferred Compensation Table

56 Potential Payments Upon Termination or Change-in-Control

59 Equity Compensation Plan Information

61 CEO Pay Ratio

62 Stock Ownership Information

63 Security Ownership of Certain Beneficial Owners and Management

63 Section 16(a) Beneficial Ownership Reporting Compliance

63 Board Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation (Item

3 on the Proxy Card)

64 Vote Required

64 Your Board'

s Recommendation

64 Rule 14a-8 Stockholder Proposals (Items

4 through

10 on the Proxy Card)

65 Vote Required

65 Your Board'

s Recommendation

65 Stockholder Proposals

66 Voting and Additional Information

80 Vote Results

80 Appointment of Proxy Holders

80 Record Date;

Who Can Vote

80 Quorum

80 How to Vote

80 Revoking Your Proxy or Voting Instructions

81 Confidential Voting

81 Notice and Access

81 Method and Cost of Soliciting and Tabulating Votes

81 Householding Information

82 Email Delivery of Future Proxy Materials

82 Stockholder of Record Account Maintenance

82 Submission of Stockholder Proposals for

2019 Annual Meeting

82 Preregistering for and Attending the Annual Meeting

84 Proxy Statement Chevron Corporation

6001 Bollinger Canyon Road San Ramon, CA 94583-2324 Your Board of Directors is providing you with these Proxy Materials in connection with its solicitation of proxies to be voted at Chevron Corporation'

s

2018 Annual Meeting of Stockholders to be held on Wednesday, May 30, 2018, at 8:00 a.m. PDT at Chevron Park Auditorium,

6001 Bollinger Canyon Road, San Ramon, California, and at any postponement or adjournment of the Annual Meeting. In this Proxy Statement, Chevron and its subsidiaries may also be referred to as we, our, the Company, the Corporation, or Chevron. Items of Business Your Board is asking you to take the following actions at the Annual Meeting: Item(s) Your Board'

s Recommendation Vote Required ? Item 1: Elect

10 Directors named in this Proxy Statement Vote FOR Each Director nominee who receives a majority of the votes cast (i.e., the number of shares voted FOR a Director nominee must exceed the number of shares voted AGAINST that Director nominee, excluding abstentions) will be elected a Director in an uncontested election. ? Item 2: Vote to ratify the appointment of the independent registered public accounting firm Vote FOR These items are approved if the number of shares voted FOR exceeds the number of shares voted AGAINST. ? Item 3: Vote to approve, on an advisory basis, named executive officer compensation Vote FOR ? Items 4C10: Vote on seven stockholder proposals, if properly presented Vote AGAINST If you are a street name stockholder (i.e., you own your shares through a bank, broker, or other holder of record) and do not vote your shares, your bank, broker, or other holder of record can vote your shares at its discretion ONLY on Item 2. If you do not give your bank, broker, or other holder of record instructions on how to vote your shares on Item