PDF《2018 Proxy Statement》

1 or Items

3 through 10, your shares will not be voted on those matters. If you have shares in an employee stock or retirement benefit plan and do not vote those shares, the plan trustee or fiduciary may or may not vote your shares, in accordance with the terms of the plan. Any shares not voted on Item

1 or Items

3 through

10 (whether by abstention, broker nonvote, or otherwise) will have no impact on that particular item. We are not aware of any matters that are expected to be presented for a vote at the Annual Meeting other than those described above. If any other matter should properly be brought before the Annual Meeting by or at the direction of the Board, the proxy holders identified in the Voting and Additional Information―Appointment of Proxy Holders section of this Proxy Statement intend to vote the proxies in accordance with their best judgment. When conducting the Annual Meeting, the Chairman or his designee may refuse to allow a vote on any matter not made in compliance with our By-Laws and the procedures described in the Voting and Additional Information―Submission of Stockholder Proposals for

2018 Annual Meeting section of the

2017 Proxy Statement. Chevron Corporation―2018 Proxy Statement

1 Election of Directors (Item

1 on the Proxy Card) For several years, the Board Nominating and Governance Committee (the Committee ) has been planning for the

2018 retirements of Linnet F. Deily and Robert E. Denham under Chevron'

s mandatory Director Retirement Policy contained in our Corporate Governance Guidelines. In light of planned retirements, the recent retirements of Jon M. Huntsman Jr. and John S. Watson, and the Board'

s operating requirements, the Committee recommended a Board size of 10. All of the

10 nominees are current Directors. Each nominee, other than Messrs. Frank and Umpleby, was previously elected at Chevron'

s

2017 Annual Meeting of Stockholders. Directors are elected annually and serve for a one-year term or until their successors are elected. If any nominee is unable to serve as a Director―a circumstance we do not anticipate―the Board by resolution may reduce the number of Directors or choose a substitute. Your Board has determined that each non-employee Director is independent in accordance with the New York Stock Exchange ( NYSE ) Corporate Governance Standards and that no material relationship exists that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. Director Election Requirements 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. Under Chevron'

s By-Laws, in an uncontested election, any Director nominee who receives more AGAINST votes than FOR votes must submit an offer of resignation to the Board. The Committee must then consider all relevant facts and circumstances, including the Director'

s qualifications, past and expected future contributions, the overall composition of the Board, and whether Chevron would meet regulatory or similar requirements without the Director, and make a recommendation to the Board on the action to take with respect to the offer of resignation. Director Qualifications and Nomination Processes The Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified Director candidates for the Board'