8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2018

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Chevron Corporation

(Exact name of registrant as specified in its charter)

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Delaware	001-00368		94-0890210
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
6001 Bollinger Canyon Road, San Ramon, CA		94583
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (925) 842-1000

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	o

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

(d) On December 4, 2018, the Board of Directors (the “Board”) of Chevron Corporation (“Chevron”) elected Debra Reed‑Klages to the Board, effective December 4, 2018 (the “Effective Date.”) Ms. Reed‑Klages will also serve on the Management Compensation Committee and the Public Policy Committee of the Board, effective December 5, 2018.

On December 4, 2018, the Board also approved, to be granted on the Effective Date, a prorated grant of the annual restricted stock unit award granted to non-employee Directors under the Chevron Non-Employee Directors’ Equity Compensation and Deferral Plan (the “NED Plan.”) The number of restricted stock units to be received by Ms. Reed‑Klages shall be determined by multiplying $225,000 by a fraction, the numerator of which is the number of days remaining in the Annual Compensation Cycle (as defined in the NED Plan) beginning on the Effective Date and the denominator of which is the number of days in the Annual Compensation Cycle, and dividing that product by the closing Chevron common stock price on the Effective Date. Ms. Reed‑Klages will also be entitled to receive the annual cash retainer for non-employee Directors of $150,000, which will be prorated.

The press release announcing Ms. Reed-Klages’ election to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit Number	Description
99.1	Chevron press release dated December 4, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHEVRON CORPORATION
Dated: December 6, 2018	By:	/s/ Christine L. Cavallo
		Christine L. Cavallo
		Assistant Secretary

EX-99.1

Exhibit 99.1

Debra Reed-Klages Elected to Chevron’s Board of Directors

SAN RAMON, Calif., Dec. 4, 2018 –Chevron Corporation (NYSE: CVX) announced that Debra Reed‑Klages has been elected to Chevron’s board of directors. Reed-Klages’ appointment is effective immediately and, as of December 5, 2018, she will serve on the Management Compensation Committee and the Public Policy Committee.

“Debbie brings a tremendous depth of business leadership to Chevron’s boardroom through her decades of experience with regulated utilities in California and with major energy infrastructure projects,” said Michael K. Wirth, Chevron’s chairman of the board and chief executive officer. “Debbie also spent almost two decades on Halliburton’s Board. This combination provides valuable perspective that will serve Chevron and our stockholders well.”

Reed-Klages, 62, recently retired as executive chairman of Sempra Energy and served as chief executive officer from 2011 to 2018 and, since 2017, served as the company’s president. Prior to that, she was executive vice president of Sempra Energy. From 2006 to 2010, Reed-Klages served as president and chief executive officer of San Diego Gas & Electric (SDG&E) and Southern California Gas Co. (SoCalGas), Sempra Energy’s regulated California utilities. From 2004 to 2006, Reed‑Klages was president and chief operating officer of SDG&E and SoCalGas and, before that, president of SDG&E and chief financial officer of both companies. She joined SoCalGas in 1978.

A graduate of the University of Southern California with a bachelor’s degree in civil engineering, Reed‑Klages is on Caterpillar Inc.’s board and was a Halliburton board member from 2001 to 2018. She is a member of The Trusteeship, an affiliate of the International Women’s Forum. Additionally, she serves on the Rady Children’s Hospital and Health Center Board of Trustees and Rady Children’s Hospital – San Diego Board of Directors, and the board of councilors of the University of Southern California Viterbi School of Engineering.

Chevron Corporation is one of the world’s leading integrated energy companies. Through its subsidiaries that conduct business worldwide, the company is involved in virtually every facet of the energy industry. Chevron explores for, produces and transports crude oil and natural gas; refines, markets and distributes transportation fuels and lubricants; manufactures and sells petrochemicals and additives; generates power; and develops and deploys technologies that enhance business value in every aspect of the company’s operations. Chevron is based in San Ramon, Calif. More information about Chevron is available at www.chevron.com.

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Contact:     Kent Robertson    --    +1 925-842-1456